Exhibit 10.1


 





EMPLOYMENT
AGREEMENT


 


This Agreement made and entered into effective
as of September 20, 2019 by and between Frank Ng, an individual resident of California (“Employee”), and Allied Esports
Entertainment, Inc., a Delaware corporation (“Company”), collectively referred to as “the Parties”.


 


Recitals


 


WHEREAS, the Company desires to employ Employee
as Chief Executive Officer, and Employee desires to accept employment upon the terms and conditions set forth herein;


 


WHEREAS, Employee acknowledges that during
the course of his employment, Employee will have access to and be provided with confidential and proprietary information and trade
secrets of the Company which are invaluable to the Company and vital to the success of the Company’s business;


 


WHEREAS, the Company and Employee desire
to protect such proprietary and confidential information and trade secrets from disclosure to third parties or unauthorized use
to the detriment of the Company; and


 


WHEREAS, the Company and Employee desire
to set forth in this Agreement, the terms, conditions, and obligations of the parties with respect to such employment.


 


NOW, THEREFORE, in consideration of the
foregoing recitals, premises and mutual covenants herein contained, and intending to be legally bound hereby, the Parties hereby
agree as follows:


 


1.              
Employee’s Acknowledgment and Certifications. Employee hereby represents and certifies that Employee is not subject
to any other agreement or restrictive covenant that Employee violates by working with Company. Further, Employee represents that
no conflict of interest or breach of Employee’s fiduciary duties will result by working with and performing duties for Company.
Employee further agrees and certifies that Employee will not use or disclose to Company any confidential, proprietary or trade
secret information belonging to another individual or entity which may not properly be used or disclosed by Employee to Company.


 


2.              
Employment and Term. Company hereby employs Employee as Chief Executive Officer and Employee accepts such employment
pursuant to the terms of this Agreement. Employee shall report to and take direction from the Chairman of the Company’s Board
of Directors (the “Board”) and the Board. The Company shall appoint Employee as a member of the Board and shall use
its commercially reasonable efforts to cause Employee to be elected as a member of the Board throughout Employee’s term of
employment hereunder, including without limitation nominating Employee for election as a director at each stockholder meeting during
such term at which Employee’s term as a director would otherwise expire. Employee agrees to accept election, and to serve
as director of the Company during the term of his employment hereunder.


 


This Agreement shall commence on the Effective Date, and shall
continue, unless sooner terminated in accordance with this Agreement, until August 9, 2022 (the “Initial Period”);
provided, however, this Agreement may be extended for an additional period of up to one year by the Parties’ mutual written
agreement at least thirty (30) days prior to expiration of the Initial Period (the “Extended Period” and together with
the Initial Term, the “Agreement Period”). During the Agreement Period, Employee’s employment may be terminated
by the Company with or without Cause, subject to Sections 6 and 8 of this Agreement, and Employee may resign or otherwise terminate
his employment with the Company at any time, with or without notice, subject to the provisions of Sections 9 and 10 of this Agreement.
Notwithstanding the provisions of this Section, the provisions of Sections 4.d, and 6-22 shall survive the termination of Employee’s
employment and remain in full force and effect thereafter.


 


 


 


 


 






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3.              
Duties. Employee shall have the title of Chief Executive Officer. Employee will devote Employee’s full working
time, attention, loyalty, skills and efforts to diligently perform all the duties, responsibilities, and requirements assigned
to Employee while employed by Company. Employee’s title, position and duties are at all times subject to change at the direction
of the Company’s Board of Directors (the “Board”).


 


4.              
Compensation.


 


a.               
Base Salary. During the Initial Period, Employee will receive an annualized base salary of $300,000 (gross, less applicable
legally required withholdings and such other deductions as Employee voluntarily authorizes in writing). Thereafter, the Employee’s
base salary shall be subject to adjustment with cost-of-living adjustments that apply to all Company employee salaries form time
to time, and subject to other adjustment by the Board at any time as the Board deems appropriate.


 


b.              
Bonus. In each calendar year during the term of this Agreement, beginning in calendar year 2020, Employee shall be eligible
to receive an annual incentive bonus determined annually at the discretion of the Board, subject to the attainment of certain Board
objectives. Any payments made under this Section 4(b) shall be paid within 3 1/2 months of the end of the bonus period, provided
that Employee was employed by the Company on the last day of the bonus period.


 


c.               
Restricted Stock. The Employee will receive 17,668 shares of the Company’s common stock (valued at $100,000 based
on the closing price of the shares on the date hereof) issued pursuant to the 2019 Equity Incentive Plan (the “Plan”)
and a Restricted Stock Agreement dated the date hereof between the Company and Employee.


 


d.              
Directors & Officers Insurance. While employed by Company, Employee shall be considered an officer of Company and shall
be covered by D&O Insurance, or any other similar type of insurance, that provides coverage for Employee’s acts or omissions
undertaken during the course and scope of Employee’s employment and maintain coverage for Employee for at least three (3)
years following Employee’s employment.


 


5.              
Additional Benefits.


 


a.               
Automobile. Company shall reimburse Employee for deductible automobile mileage according to its Expense Reporting Procedures.


 


b.              
Business Expenses. Company will reimburse Employee for all preapproved, reasonable, deductible and substantiated business
expenses per its Expense Reporting Procedures. This includes, but is not limited to such expenses as cell phones and business meetings.


 


c.               
Vacation. Employee shall be entitled to four (4) weeks of paid vacation per each calendar year (pro rated for 2019) earned
ratably over each calendar year, to be taken at such times as Employee and Company shall determine and provided that no vacation
time shall unreasonably interfere with the duties required to be rendered by Employee hereunder; provided that the Employee shall
only accrue up to a maximum of thirty (30) vacation days. Once the maximum number of days of vacation is accrued, no additional
vacation days will accrue until Employee uses accrued vacation. Once the accrued vacation days fall below the accrual cap, Employee
will commence accruing vacation again under the formula above starting after the number of days falling below the maximum. This
vacation policy provision is meant to act as a cap or limit on the accrual of vacation time, and is not meant to act as a forfeiture
of any accrued vacation benefits. Any vacation time not taken by Employee during any calendar year may be carried forward into
one succeeding calendar year. Accrued but unused vacation will be paid out to Employee at the time of termination of employment.


 


d.              
Benefits. Employee will be eligible for the benefits provided from time to time by the Company for the benefit of its executive
employees.


 


 


 






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6.              
Nondisclosure Agreement. Employee acknowledges that he has executed in favor of the Company that certain Agreement Regarding
Confidential/Proprietary Information, Nondisclosure, Non-Solicitation And Invention Assignment dated effective September 20, 2019
(the “Nondisclosure Agreement”), the terms of which shall continue in full force and effect and shall control in the
case of any conflicts with the terms of this Agreement. Notwithstanding anything to the contrary herein, Company shall have no
obligation to pay to Employee any severance payments due hereunder if Employee breaches the terms of the Nondisclosure Agreement
after the date of the termination of Employee’s employment with the Company.


 


7.              
Termination by Company for Cause. Company may terminate Employee’s employment for “Cause” at any time,
without notice. For purposes of this Agreement, the term “Cause” shall mean any of the following:


 


a.               
Employee engages in willful misconduct or fails to follow the reasonable and lawful instructions of the Board, if such conduct
is not cured within thirty (30) calendar days after Company sends notice to the Employee of the alleged Cause,


 


b.              
Employee embezzles or misappropriates assets of Company or any of its subsidiaries;


 


c.               
Employee’s violation of Employee’s obligations in this Agreement, if such conduct is not cured within thirty
(30) calendar days after Company sends written notice to the Employee of the alleged Cause;


 


d.              
Breach of the Nondisclosure Agreement or any other agreement between Employee and Company or to which Company and Employee
are parties, or a breach by Employee of a fiduciary duty or responsibility to Company;


 


e.               
The commission by Employee of fraud or other willful conduct that adversely affects the business or reputation of Company,
as determined in the Board’s sole discretion; or,


 


f.               
Company has a reasonable belief Employee engaged in some form of harassment or other improper conduct prohibited by Company
policy or law.


 


In the event of a termination for Cause,
Employee shall only be entitled to receive payment of base salary, in effect at the time of termination, through Employee’s
last date of employment, accrued, unused vacation pay and any bonus payments fully earned prior to the effective date of termination.
Employee will not be entitled to any other payments, salary, or bonus. Employee shall have absolutely no right to receive or retain
any other payment or compensation whatsoever under this Agreement. The Employee’s rights and obligations regarding stock
options, restricted stock or other equity incentives owned by Employee shall be determined in accordance with and be governed by
the Plan and any award agreements issuing such equity incentives.


 


8.              
Termination by Company without Cause or Upon Death or Disability. Company may terminate Employee’s employment
without Cause at any time, for any reason, without notice. For purposes of this Agreement, an election by the Company not to extend
employment pursuant to Section 2 shall be deemed a termination without Cause. Employee’s employment will terminate as of
the date of Employee’s death or Disability (as defined below). In the event Employee’s employment is terminated by
Company without Cause, or Employee’s employment is terminated as a result of Employee’s death or Disability, Employee
(or his or her estate) shall be entitled to receive from Company, subject to Sections 6, 11 and 12, severance equal to the sum
of (i) twelve (12) months of Employee’s base salary, then in effect at the time of termination, plus (ii) Employee’s
bonus payment on a pro-rata basis through the date of termination, in each case payable over a twelve-month period in equal installments
on the Company’s regular pay dates, less applicable taxes and withholdings. Employee shall also receive any accrued, unused
vacation pay. The severance pay is conditioned upon Employee’s execution of a full and final waiver of all claims against
Company, and not rescinding or revoking (to the extent permitted under such release) Employee’s release, in a form acceptable
to Company. The Employee’s rights and obligations regarding stock options, restricted stock or other equity incentives owned
by Employee shall be determined in accordance with and be governed by the Plan and any award agreements issuing such equity incentives;
provided that all stock options shall be deemed to have fully vested and all restrictions on any restricted stock issued to Employee
shall be deemed to have lapsed effective upon the termination date under this section. “Disability” shall mean a determination
by the Board that Employee is unable to perform the essential functions of his or her job under this Agreement due to illness,
injury, or other condition of a physical or psychological nature, with or without a reasonable accommodation for a period aggregating
to 90 days in any 12-month period. Such determination shall be made in good faith by the Board, the decision of which shall be
conclusive and binding. For clarity, the essential function of Employee’s job specifically include, but are not limited to,
Employee’s consistent performance of his obligations under Section 3 of this Agreement.


 


 


 






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9.              
Termination by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (i) a
material diminution in Employee’s position, duties, base salary, and responsibilities; (ii) Company’s notice to Employee
that his or her position will be relocated to an office which is greater than 150 miles from Employee’s prior office location;
(iii) the Board requests Employee to engage in actions that would constitute illegal or unethical acts; or (iv) any material breach
by the Company or its subsidiary of any contract entered into between Employee and the Company or an affiliate of the Company,
including this Agreement. In all cases of Good Reason, (A) Employee must have given notice to Company that an alleged Good Reason
event has occurred, (B) the circumstance must remain uncorrected by Company after the expiration of thirty (30) days after receipt
by Company of such notice, and (C) Employee must resign his or her employment within thirty (30) days of the expiration of the
foregoing 30-day cure period. If Employee properly terminates his or her employment for Good Reason, Employee shall be entitled
to receive from Company, subject to Sections 6, 11 and 12, severance equal to the sum of (1) twelve (12) months of Employee’s
base salary, then in effect at the time of termination, payable on the Company’s ordinary payment dates during the severance
pay period, plus (2) Employee’s bonus payment on a pro-rata basis through the date of termination, in each case payable over
a twelve-month period in equal installments on the Company’s regular pay dates, less applicable taxes and withholdings. Employee
shall also receive any accrued, unused vacation pay. The severance pay is conditioned upon Employee’s execution of a full
and final waiver of all claims against Company, and not rescinding or revoking (to the extent permitted under such release) Employee’s
release, in a form acceptable to Company. The Employee’s rights and obligations regarding stock options, restricted stock
or other equity incentives owned by Employee shall be determined in accordance with and be governed by the Plan and any award agreements
issuing such equity incentives; provided that all stock options shall be deemed to have fully vested and all restrictions on any
restricted stock issued to Employee shall be deemed to have lapsed effective upon the termination date under this section.


 


10.           
Termination by Employee without Good Reason. If Employee terminates his or her employment with Company without Good
Reason, Employee is only entitled to his or her base salary, then in effect at the time of termination, through Employee’s
last day of employment, accrued, unused vacation pay and any bonus payments fully earned prior to the effective date of termination.
Employee will not be entitled to any other payments, salary, or bonus. The Employee’s rights and obligations regarding stock
options, restricted stock or other equity incentives owned by Employee shall be determined in accordance with and be governed by
the Plan and any award agreements issuing such equity incentives.


 


11.           
Internal Revenue Code Section 409(A). The intent of the Parties is that payments and benefits under the Agreement comply
with or be exempt from Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, and the regulations
and guidance thereunder (the “Code”) and, accordingly, to the maximum extent permitted the Agreement shall be interpreted
to be in compliance therewith or exempt therefrom. To the extent any such cash payment or continuing benefit payable upon Employee’s
termination of employment is nonqualified deferred compensation subject to Section 409A, then, only to the extent required by Section
409A, such payment or continuing benefit shall not commence until the date which is six (6) months after the date of separation
from service, and any previously scheduled payments shall be made in a lump sum (without interest) on that date. For purposes of
Section 409A, the phrase “termination of employment” (or other words to that effect), as used in this Agreement, shall
be interpreted to mean “separation from service” as defined under Section 409A.


 


12.           
Golden Parachute Limitation (Sec. 280G). Notwithstanding anything to the contrary contained herein, if any payments
or benefits provided under this Agreement constitute “parachute payments” within the meaning of Section 280G of the
Code (the “Parachute Payments”) and such Parachute Payments are subject to the excise tax imposed by Section 4999 of
the Code or nondeductible under Code Section 280G (“Section 280G”), then the Parachute Payments shall be reduced to
an amount such that the aggregate of the Parachute Payments does not exceed 2.99 times the “base amount,” as defined
in Section 280G, provided that the foregoing reduction shall not take place if, prior to the date of the change in ownership or
control of the Company, the Parachute Payments shall have been approved in a vote satisfying the requirements of Section 280G(b)(5)
of the Code by persons who, immediately before the change in ownership or control, own more than seventy-five (75%) of the voting
power of all outstanding stock of the Company.


 


13.           
Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of
California. The venue for any action relating to this Agreement shall be the federal or state courts located in Orange County,
California, to which venue each party hereby submits.


 


 


 






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14.           
Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to
have been given, when received, if delivered by hand or by telegram, or three (3) working days after deposited, if placed in the
mail for delivery by certified mail, return receipt requested, postage prepaid and addressed to the appropriate party at the following
address:


 


	Company:	
        Allied Esports International, Inc.

        

        Attention: Allison Hushek, General Counsel

        

        17877 Von Karman Ave, Suite 300,

        

        Irvine, CA 92614

        

	 	 
	Employee:	
        Frank Ng

        __________________



 


Addresses may be changed by written notice
given pursuant to this Section; however any such notice shall not be effective, if mailed, until three (3) working days after depositing
in the mails or when actually received, whichever occurs first.


 


15.           
Other Agreements. This Agreement, together with the Nondisclosure Agreement, contains the entire agreement between the
Parties concerning terms of employment and supersedes at the effective date hereof any other agreement, written or oral, except
the Plan and the applicable award agreements under such plans.


 


16.           
Modification and Waiver. A waiver by either party of a breach of any provision of this Agreement shall not operate as
or be construed as a waiver of any subsequent breach thereof. Any modification of this Agreement must be in writing and signed
by both parties.


 


17.           
Scope of Remedies. If Employee breaches the covenants contained in this Agreement, Employee recognizes that irreparable
injury will result to Company, that Company’s traditional remedies at law for damages will be inadequate, and that Company
shall be entitled to injunctive relief ordered by a judicial court of competent jurisdiction to restrain the continuing breach
by Employee, Employee’s partners, agents, or employees, or any other persons or entities acting for or with Employee. Company
shall further be entitled to seek remedies in a judicial court of competent jurisdiction for damages, reasonable attorney’s
fees, and all other costs and expenses incurred in connection with the enforcement of this Agreement, in addition to any other
rights and remedies which Company may have at law or in equity.


 


18.           
Binding Effect, Assigns, Successors, Etc. The benefits and obligations of this Agreement shall inure to the successors
and assigns of Company, to any person or entity which purchases substantially all of the assets of Company, and to any subsidiary,
affiliated corporation, or operating division of Company. This Agreement is not assignable by Employee.


 


19.           
Savings Clause. If any provision, portion or aspect of this Agreement is determined to be void, or voidable by any legislative,
judicial or administrative action as properly applied to this Agreement, then this Agreement shall be construed to so limit such
provision, portion or aspect thereof to render same enforceable to the greatest extent permitted by or in the relevant jurisdiction.


 


20.           
Headings. The headings of this Agreement are intended solely for convenience and reference, and shall give no effect
in the construction or interpretation of this Agreement.


 


21.           
Survival. The restrictions on Employee’s post-employment activities (including Employee’s confidentiality
obligations and restrictive covenants), and those sections of this Agreement that pertain to interpretation and enforcement of
such restrictions, will survive the termination of this Agreement and/or Employee’s employment and will remain in full force
and effect.


 


22.           
Execution. This Agreement may be executed in two (2) or more counterparts, and each such counterpart deemed an original.
Original signatures on copies of the Agreement transmitted by facsimile will be deemed originals for all purposes hereunder.


 


Signature Page follows.


 


 


 


 


 



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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed effective as of the day and year first written above.


 


	
        COMPANY:

         

        Allied Esports International, Inc.

         

        By: /s/ Adam Pliska

        

        Adam Pliska, President

         

	 
	
        EMPLOYEE:

         

        By: /s/ Frank Ng

        Frank Ng

         



 


 


 


 




 


 


 


 


 


 






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