Exhibit 10.2


 





PRIMCO
MANAGEMENT INC.


 


EMPLOYMENT
AGREEMENT

Chief Executive Officer


 


This
Employment Agreement ("Agreement") is made as of this 7th day of February, 2013, by and between David Michery ("Employee")
and Primco Management Inc., a Delaware corporation (the "Company").


 


PREAMBLE


 


The
Company desires to employ Employee as Chief Executive Officer and to compensate Employee therefor. Employee wants to be employed
by the Company and to commit to serve the Company on the terms herein provided.


 


NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties, the parties agree
as follows:


 


1.           Definitions.


 


"Benefits"
shall mean all the fringe benefits approved by the Board from time to time and established by the Company for the benefit of Employees
generally, including, but not limited to, regular holidays, vacations, absences resulting from illness or accident, health insurance,
disability and medical plans (including dental and prescription drug), group life insurance, and pension, profit-sharing and stock
bonus plans or their equivalent.


 


"Board"
shall mean the Board of Directors of the Company, together with an executive committee thereof (if any), as the same shall be
constituted from time to time.


 


"Cause"
shall mean conviction of or a plea of no contest to a felony, or Employee's incapacity due to alcoholism or substance abuse.


 


"Change
of Control" shall mean the occurrence of one or more of the following four events:


 


(1)           A
Reorganization; or


 


(2)           A
sale of all or substantially all of the assets of the Company.


 


"Chairman"
shall mean the individual designated by the Board from time to time as its chairman.


 


"Chief
Executive Officer" or "CEO" shall mean the individual having responsibility to the Board for direction and management
of the operational affairs of the Company and who reports and is accountable only to the Board.


 


"Company"
shall mean Primco Management Inc., a Delaware corporation and any of its subsidiaries.


 


"Competitive
Business Activity" shall mean real estate development and engaging in music or movie production and distribution.


 




    	 



    	 



    

 


"Director"
shall mean the individual designated by the Board from time to time as a director of the Company.


 


"Disability"
shall mean a written determination by an independent physician mutually agreeable to the Company and Employee (or, in the event
of Employee's total physical or mental disability, Employee's legal representative) that Employee is physically or mentally unable
to perform his duties of CEO under this Agreement and that such disability can reasonably be expected to continue for a period
of six (6) consecutive months or for shorter periods aggregating one hundred and eighty (180) days in any twelve-(12)-month period.


 


"Exchange
Act" shall mean the Securities Exchange Act of 1934.


 


"Employee"
shall mean David Michery and, if the context requires, his heirs, personal representatives, and permitted successors and assigns.


 


"Performance
Year" shall mean each twelve-month period of employment under this Agreement commencing upon the date of this Agreement.


 


"Person"
shall mean any natural person, incorporated entity, limited or general partnership, limited liability company, business trust,
association, agency (governmental or private), division, political sovereign, or subdivision or instrumentality, including those
groups identified as "persons" in §§ 13(d)(3) and 14(d)(2) of the Exchange Act.


 


"Reorganization"
shall mean any transaction, or any series of transactions consummated in a 12-month period, pursuant to which any Person acquires
(by merger, acquisition, or otherwise) all or substantially all of the assets of the Company or the then outstanding equity securities
of the Company and the Company is not the surviving entity, the Company being deemed surviving if and only if the majority of
the Board of Directors of the ultimate parent of the surviving entity were directors of the Company prior to its organization.


 


"Territory"
shall mean any state of the United States and any equivalent section or area of any country in which the Company has revenue-producing
customers or activities.


 


2.           Position,
Responsibilities, and Term of Employment.


 


2.01       Position. Employee shall serve as Chief Executive Officer of the Company. In this capacity, Employee shall, subject to the
bylaws of the Company, and to the direction of the Board, serve the Company by performing such duties and carrying out such responsibilities
as are normally related to the position of CEO in accordance with the standards of the industry in which the Company carries on
its business.


 


2.01       Term. The initial term of this Agreement shall be two years, unless sooner terminated pursuant to Section 4 herein, which
term may be extended by mutual agreement of the parties.


 


2.02       Reporting. Employee, in his capacity as CEO, will report directly to the Board.


 




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2.03       Time and Efforts Covenant. Employee will, to the best of his ability, devote such time and efforts as are necessary to the
performance of his duties for the Company and its subsidiaries.


 


2.04       Employee's Commitment. During Employee's employment with the Company, Employee will not undertake or engage in any other employment,
occupation or business enterprise inconsistent with his obligations under this Agreement. Subject to the foregoing, Employee agrees
not to acquire, assume, or participate in, directly or indirectly, any position, investment, or interest in the Territory adverse
or antagonistic to the Company, its business or prospects, financial or otherwise, or take any action towards any of the foregoing.
The provisions of this Section shall not prevent Employee from owning shares of any entity engaging in Competitive Business Activity,
so long as such shares (i) do not constitute more than 5% of the outstanding equity of such competitor, and (ii) are regularly
traded on a national securities exchange or quoted for trading by the NASDAQ Stock Market.


 


2.05       Relocation. Employee's place of employment will not be located outside the United States.


 


2.06       Post-Employment Noncompetition and Nonsolicitation Covenant. For a period of one (1) year subsequent to Employee's voluntary
withdrawal from employment with the Company (except for such withdrawal pursuant to a Change in Control or due to Constructive
Discharge), or a Termination by the Company for Cause, Employee will not, without the express prior written approval of the Board,
(i) engage in Competitive Business Activity in the Territory either on Employee's own behalf or that of any other business organization,
(ii) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor,
partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer,
agent, representative or any other person which has a business relationship with the Company or had a business relationship with
the Company within the twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce, or
modify such employment, agency or business relationship with the Company, or (iii) employ or seek to employ or cause any business
organization engaged in Competitive Business Activity to employ or seek to employ any person or agent who is then (or was at any
time within six months prior to the date the Employee or such business employs or seeks to employ such person) employed or retained
by the Company or its affiliates. Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a letter
of recommendation to another Company employee or consultant with respect to a future employment opportunity.


 






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2.07       Confidential Information. Employee recognizes and acknowledges that the Company's trade secrets and proprietary
information and know-how, as they may exist from time to time and to the extent they are unique to and internally developed
by the Company ("Confidential Information"), are valuable assets of the Company's business, access to and knowledge
of which are essential to the performance of Employee's duties hereunder. Employee will not, during or after the term of his
employment by the Company, in whole or in part, disclose such secrets, information or know-how to any Person for any reason
or purpose whatsoever, nor shall Employee make use of any such property for his own purposes or for the benefit of any Person
(except the Company) under any circumstances during or after the term of his employment, provided, however, that after
the term of his employment these restrictions shall not apply to such secrets, information and know-how which are then in the
public domain (provided that Employee was not responsible, directly or indirectly, for such secrets, information or processes
entering the public domain without the Company's consent). Employee shall have no obligation hereunder to keep confidential
any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided,
however, that in the event disclosure is required by applicable law, the Employee shall provide the Company with prompt
notice of such requirement, prior to making any disclosure, so that the Company may seek an appropriate protective order.
Employee agrees to hold as the Company's property all memoranda, books, papers, letters, customer and supplier lists,
processes, computer software, records, financial information, policy and procedure manuals, training and recruiting
procedures and other data, and all copies thereof and therefrom, in any way relating to the Company's business and affairs,
whether made by him or otherwise coming into his possession, and on termination of his employment, or on demand of the
Company at any time, to deliver the same to the Company.


 


Employee
shall use his best efforts to prevent the removal of any Confidential Information from the premises of the Company, except as
required in his normal course of employment by the Company. Employee shall use his best efforts to cause all persons or entities
to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein
as though each such person or entity was bound hereby.


 


2.08       Records, Files. All records, files, drawings, documents, equipment and the like relating to the business of the Company which
are prepared or used by Employee during the term of his employment under this Agreement shall be and shall remain the sole property
of the Company.


 


2.09       Equitable Relief. Employee acknowledges that his services to the Company are of a unique character which gives them a special
value to the Company. Employee further recognizes that material and intentional violations by Employee of any one or more of the
provisions of this Section 2 may give rise to losses or damages for which the Company cannot be reasonably or adequately compensated
in an action at law and that such material and intentional violations may result in irreparable and continuing harm to the Company.
Employee agrees that, in addition to any other remedy which the Company may have at law and equity, including the right to withhold
any payment of compensation under Section 3 of this Agreement, the Company shall be entitled to injunctive relief to restrain
any material and intentional violation, actual or threatened, by Employee of the provisions of Section 2 of this Agreement.


 




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2.10       Work Products.


 


(a)           Employee
agrees promptly to disclose and deliver to the Company any and all, and hereby assigns, transfers, and sets over to the Company,
Employee's entire and exclusive right, title, and interest, including rights in the nature of patent rights, trademark rights,
copyrights, trade secrets, or design rights, in and to any and all, improvements, inventions, developments, discoveries, works
of authorship, innovations, systems, techniques, ideas, processes, programs, listings, and other things that may be of assistance
to the Company, whether patentable or unpatentable, relating to or arising out of any development, service, or product of, or
pertaining in any manner to the business of, the Company whether conceived, developed, or learned by Employee, alone or with others,
during or after normal business hours, while employed by the Company (collectively, "Work Products"). These include
only items that would be construed as part of the Company's business plan. Any other unrelated activities that do not relate to
the business plan of the Company will be the property of any third party and/or the Employee, whichever is applicable. Any developments
for any third party shall be made solely on the Employee's personal time and not during business hours. The foregoing assignment
includes, without limitation, all such rights in the United States of America and throughout the world, and in and to any letters
patent, applications for letters patent, any division, reissue, extension, continuation, or continuation-in-part thereof, or any
copyright or trademark registrations that may be granted and issued for such Work Products. Employee hereby authorizes and requests
the Commissioner of Patents and Trademarks or other appropriate government official to issue any such Letters Patent or registrations
to the Company, its successors, and assigns.


 


(b)           The
parties intend that the Company have the sole and exclusive right, title, and interest in such Work Products. Employee acknowledges
and agrees that all Work Products will be and remain the exclusive property of the Company and that Employee will, upon the request
of the Company, and without further compensation, do all lawful things requested by the Company to ensure the Company's ownership
of the Work Products, including, without limitation, the execution of all documents requested by the Company to assign and transfer
to the Company and its assigns all of Employee's right, title, and interest in the Work Products, if any, and to enable the Company
to file and obtain patents, copyrights, and other proprietary rights in the United States and foreign countries relating to the
Work Products. Employee hereby appoints the Company as Employee's attorney-in-fact to execute all documents relating to such registrations,
applications, and assignments. The provisions of this Section 2.10 will survive the expiration or termination of this Agreement
for any reason.


 


3.           Compensation.


 


3.01
Annual Compensation. The Company shall pay to Employee for the services to be rendered hereunder a base salary of $240,000
(the "Annual Compensation"). There shall be an annual review for merit by the Board or officers of the Company and an
increase as deemed appropriate to reflect the value of services by Employee. At no time during his employment with the Company
shall Employee's annual base salary fall below his Annual Compensation. In addition, when the Board increases Employee's Annual
Compensation at any time during his employment with the Company, including as set forth on Exhibit A or after an annual review,
such increased Annual Compensation shall become a floor below which Employee's compensation shall not fall at any future time
during his employment with the Company and shall become his Annual Compensation.


 


Employee's
salary shall be payable in periodic installments in accordance with the Company's usual practice for similarly situated Employees
of the Company.


 




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3.02
Incentive Compensation. In addition to his Annual Compensation, Employee shall be entitled to receive incentive compensation
in such amounts as are determined by the Board from time to time (the "Incentive Compensation"). The Board may designate
additional Incentive Compensation as it desires, and said additions shall be attached as an addendum to this Agreement. Any Incentive
Compensation which is not deductible in the opinion of the Company's counsel under § 162(m) of the Internal Revenue Code
of 1986 as amended, shall be deferred and paid, without interest, in the first year or years when and to the extent such payment
may be deducted, Employee's right to such payment being absolute so long as Employee remains employed by the Company, subject
only to the provisions of Section 2.09.


 


3.03       
Participating in Benefits. Employee shall be entitled to all Benefits for as long as such Benefits may remain in effect and/or
any substitute or additional Benefits made available in the future to similarly situated Employees of the Company, subject to
and on a basis consistent with the terms, conditions and overall administration of such Benefits adopted by the Company. Benefits
paid to Employee shall not be deemed to be in lieu of other compensation to Employee hereunder as described in this Section 3.


 


3.04       
Specific Benefits.


 


During
Employee's employment with the Company:


 


(a)          Employee
shall be entitled to three weeks of paid vacation time per year, to be taken at times mutually acceptable to the Company and Employee.


 


(b)          Employee
shall be entitled to sick leave benefits during his employment in accordance with the customary policies of the Company for its
Employee officers, but in no event less than one (1) month per year.


 


(c)          Employee
shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him in performing services
hereunder.


 


(d)          Employee
shall be eligible to participate during his employment in Benefits not inconsistent or duplicative of those set forth in this
Section 3.04 as the Company shall establish or maintain for its Employees generally.


 


(e)          The
Company shall have the option to maintain and be the owner and beneficiary of a term life insurance policy payable on Employee's
death with a minimum policy limit of one million dollars ($1,000,000), and Employee agrees to submit to any physical examination,
and otherwise to cooperate in any other procedures required to obtain such policy. Employee represents he has no reason to believe
the Company cannot obtain such life insurance policy on an "unrated" basis.


 


(f)          The
Company shall have the option to maintain and be the owner and beneficiary of a disability insurance policy payable on Employee's
disability with a minimum policy limit of one million dollars ($1,000,000), and Employee agrees to submit to any physical examination,
and otherwise to cooperate in any other procedures required to obtain such policy. Employee represents he has no reason to believe
the Company cannot obtain such disability insurance policy on an "unrated" basis.


 




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4.           Termination.


 


4.01       Termination by the Company for Reasons Other Than Cause. If the Company terminates the employment of Employee and such termination
is not for Cause (a "Termination by the Company for Reasons Other Than Cause"), then, the Company shall pay to Employee
an amount equal to Employee's Annual Compensation at the time of such termination (the "Salary Termination Payment").
The Salary Termination Payment shall be paid to Employee no later than 90 days after the date of such termination. To the extent
that Employee is not fully vested in Benefits from any pension or any other retirement plan or program (whether tax qualified
or not) maintained by the Company, the Company shall obtain and pay the premium upon an annuity policy to provide Employee with
Benefits as though he had been fully vested on the date that his employment terminated.


 


4.02       Constructive Discharge. If the Company (a) subjects Employee to a diminution in his title(s), responsibilities, or in his
then-current Annual Compensation, (b) fails to comply with the provisions of Section 3, (c) locates Employee's place of employment
outside the United States, or (d) engages in any material and intentional breach of the Company's principal obligations under
this Agreement which is not remedied within fifteen (15) business days after receipt of written notice from the Employee (a "Constructive
Discharge"), Employee may at his option terminate his employment, and such termination shall be considered to be a Termination
by the Company for Reasons Other Than Cause.


 


4.03       Termination by the Company for Cause. The Company shall have the right to terminate the employment of Employee for Cause (a
"Termination by the Company for Cause"). Effective as of the date of Termination by the Company for Cause, this Agreement,
except for Sections 2.06 through 2.10, shall terminate, and no further payments of the Compensation described in Section 3 (except
for such remaining payments of Annual Compensation under Section 3.01 relating to periods during which Employee was employed by
the Company, Benefits which are required by applicable law to be continued, and reimbursement of expenses incurred prior to such
termination under Section 3.04) shall be made.


 


4.04       Change of Control. If at any time during Employee's employment at the Company there is a Change of Control or Company's shareholders
receive a proxy request or tender offer for a transaction which could result in a Change of Control, Employee may at his option
terminate his employment, and such termination shall be considered to be a Termination by the Company for Reasons Other Than Cause.


 


4.05       Termination on Account of Employee's Death. In the event of Employee's death during his employment at the Company, the Company
shall pay to Employee's beneficiary or beneficiaries (or to his estate if he fails to make such a designation) an amount equal
to the Salary Termination Payment and Equity Termination Payment. Employee may designate one or more beneficiaries for the purposes
of this Section 4.05 by making a written designation and delivering such designation to the Board of Directors. If Employee makes
more than one such written designation, the designation last received before Employee's death shall control.


 




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4.06       Disability. If Employee shall sustain a Disability, the Company shall continue to pay to Employee while such Disability continues
the full amount of his then-current Annual Compensation for the one-year period next succeeding the date upon which such Disability
shall have been so certified, as well as a prorated amount of any Incentive Compensation which would have been paid to Employee
at the end of the year. Thereafter, if Employee's Disability shall continue, the employment of Employee under this Agreement shall
terminate and all obligations of Employee shall cease and Employee shall be entitled to receive the Benefits, if any, as may be
provided by any insurance to which he may have become entitled pursuant to Section 3.04 as well as the acceleration of the exercise
date of any incentive stock options granted prior to Employee's Disability.


 


5.           Stock
Options. Employee shall not have the opportunity to participate in any Company's stock option plan and will be eligible to
participate at the level of other similarly situated Employees in such plan or any future stock incentive plans established by
the Company.


 


6.           Indemnification.
The Company shall indemnify Employee and hold Employee harmless from and against any claim, loss or cause of action arising
from or out of Employee's performance as an officer, director or employee of the Company or in any other capacity, including any
fiduciary capacity, in which the Employee serves at the request of the Company to the maximum extent permitted by applicable law.
The Company shall advance to Employee the reasonable costs and expenses of investigating and/or defending any such claim, subject
to receiving a written undertaking from Employee to repay any such amounts advanced to Employee in the event and to the extent
of any subsequent determination by an agency of competent jurisdiction that Employee was not entitled to indemnification hereunder.
In the event that Employee is or becomes a party to any action or proceeding in respect of which indemnification may be sought
hereunder, Employee shall promptly notify the Company thereof. Following such notice, the Company shall be entitled to participate
therein and, to the extent that it may wish, to assume the defense thereof with counsel satisfactory to Employee in its reasonable
judgment. After notice from the Company to Employee of the Company's election to assume the defense of such Employee, the Company
will not be liable to Employee hereunder for any legal or other expenses subsequently incurred by Employee in connection with
the defense thereof other than reasonable costs of investigation. Employee shall not settle any action or claim against Employee
without the prior written consent of the Company except at such Employee's sole cost and expense.


 


7.           Miscellaneous.


 


7.01       Assignment. This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of each
of the parties hereto and shall also bind and inure to the benefit of any successor or successors of the Company in a Reorganization,
merger or consolidation and any assignee of all or substantially all of the Company's business and properties, but, except as
to any such successor of the Company, neither this Agreement nor any rights or benefits hereunder may be assigned by the Company
or Employee.


 


7.02       Governing Law. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State
of Delaware.


 




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7.03       Interpretation. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions
of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.


 


7.04       Notice. Any notice herein required or permitted to be given shall be in writing and may be sent by hand delivery or registered
or certified mail, return receipt requested, and shall be deemed to have been given: if by hand delivery, on the date of delivery
or if mailed, on the date indicated as the date of delivery or, if refused, on the date of attempted delivery, on the return receipt.
For purposes hereof, the addresses of the parties hereto (until notice of a change thereof is given as provided in this Section
7.05) shall be as follows:


 


	To
the Company:

         

        Primco
        Management/ESMG Inc. & Top Sail Productions.

                                                    

                                    

                                            

                                        

        

        
	To
Employee:

         

                         

                         

                                            



        



 


7.05       Amendment and Waiver. This Agreement may not be amended, supplemented or waived except by a writing signed by the party against
which such amendment or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement shall
not operate to, or be construed as a waiver of, any other breach of that provision or as a waiver of any breach of another provision.


 


7.06       Binding Effect. Subject to the provisions of Sections 4 & 7 hereof, this Agreement shall be binding on the successors
and assigns of the parties hereto. All obligations of Employee with respect to any shares covered by this Agreement shall, as
the context requires, bind Employee's spouse and the divorce or death of such spouse shall not vitiate the binding nature of such
obligation.


 


7.07       Survival of Rights and Obligations. All rights and obligations of Employee or the Company arising during the term of this
Agreement shall continue to have full force and effect after the termination of this Agreement unless otherwise provided herein.


 


7.08       Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not in any way
affect the meaning or interpretation of this Agreement.


 


7.09       Entire Agreement. This Agreement contains the entire understanding, and cancels and supersedes all prior agreements, including
any agreement in principle or oral statement, letter of intent, statement of understanding or guidelines of the parties hereto
with respect to the subject matter hereof.


 




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In
witness whereof, on the date first written above, the undersigned do hereby agree to the terms contained herein.


 


	 	COMPANY:
	 	 
	 	Primco
    Management
	 	 	 
	 	By:	/s/
    David Michery
	 	 	Name:
    David Michery
	 	 	Title:
    CEO
	 	 	 
	 	EMPLOYEE:
	 	 	 
	 	/s/ David
    Michery
	 	David
    Michery


 


 


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