Exhibit 10.1


 


EXECUTION COPY


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT (this “Agreement”)
is entered into on April 5, 2018, to be effective as of January 1, 2018 (the “Effective Date”), between PARADISE,
INC. (the “Company”), a Florida corporation, and RANDY S. GORDON (the “Employee”).


 


WITNESSETH:


 


WHEREAS, the Employee desires to be employed
by the Company on the terms and conditions hereinafter set forth.


 


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


 


1.            EMPLOYMENT
AND DUTIES. Subject to the terms and conditions of this Agreement, the Company agrees to employ the Employee, and the Employee
hereby agrees to serve the Company, as President and Chief Executive Officer. The Employee shall report directly to the Company’s
Board of Directors and shall render to the Company such management and policy-making services of the type customarily performed
by persons serving in similar capacities with other employers that are similar to the Company, together with such other duties
with which he is charged by the Company’s Articles of Incorporation or Bylaws (or any similar governance instruments) and
subject to the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment and
agrees to devote his best efforts and substantially all of his business time, skill, labor and attention to the performance of
such duties. The Employee agrees not to engage in or be concerned with any other commercial duties or pursuits during the Term
(as hereinafter defined); provided, however, that the Employee may be involved in a passive capacity in a non-competitive business
subject to the prior written approval of the Company’s Board of Directors. Furthermore, the Employee shall assume and competently
perform such reasonable responsibilities and duties as may be assigned to him from time to time by the Board of Directors of the
Company. To the extent that the Company shall have any parent, subsidiary, affiliated corporation, partnership, or joint venture
(collectively “Related Entities”), the Employee shall perform such duties to promote these entities and their respective
interests to the same extent as the interests of the Company without additional compensation. At all times, Employee agrees that
he has read and will abide by, and prospectively will read and abide by, any employee handbook, policy, or practice that the Company
or Related Entities has or hereafter adopts with respect to its executive officers or its employees generally.


 


2.            TERM.
The employment of the Employee under this Agreement commences on the Effective Date and unless earlier terminated pursuant to the
terms of this Agreement will continue through and including the close of business on the second anniversary of the Effective Date
(the “Initial Term”). At and after the end of the Initial Term, this Agreement shall continue to renew automatically
on the last day of the Initial Term, or the second anniversary of the last day of the Initial Term, as applicable, for successive
two (2)-year terms (each such two (2)-year term, a “Renewal Term,” and the Initial Term and any and all Renewal Terms
collectively, the “Term”) unless the Company provides to the Employee, at least one-hundred and twenty (120) days prior
to the expiration of the Initial Term or Renewal Term, as applicable, written notification that it intends not to renew this Agreement.
Notwithstanding anything to the contrary herein, this Agreement may be terminated in accordance with Section 5 hereof (with the
exception of the obligations of the parties hereunder that shall survive any such termination). Expiration of this Agreement will
not affect the rights or obligations of the parties hereunder arising out of, or relating to, circumstances occurring prior to
the expiration of this Agreement, which rights and obligations will survive the expiration of this Agreement.


 




     


     


    

  


3.            COMPENSATION.


 


(a)          Annual
Base Salary. The Employee shall receive, and the Company shall pay, an annual base salary of such amount as shall be determined
on an annual basis by the Compensation Committee of the Company’s Board of Directors or, to the extent there is no such committee,
the full Board of Directors (such committee or the full Board of Directors, as applicable, the “Committee”), but not
less than $215,000 (the “Base Salary”). The Base Salary shall be payable in equal installments in accordance with the
policy then prevailing for the Company’s Employees. Following a Change of Control, the Employee’s annual base salary
shall not be decreased and shall be increased on an annual basis by an amount at least equal to the average base salary increase,
expressed as a percentage, provided to executives of the Company of comparable status and position to the Employee. The Employee
also shall be entitled, during the Term, to participate in and receive payments from all other incentive compensation plans as
may be adopted by the Company as are made available to other Employees of the Company.


 


(b)          Bonus.
The Employee shall be eligible to earn an annual bonus in an amount to be determined by the Committee in its sole discretion, with
any such bonus payable only if the Employee is employed by the Company on the last day of the fiscal year to which such bonus relates.
The annual target bonus shall be $50,000, with the actual bonus payable to the Employee and the parameters to be used in calculating
such bonus to be determined by the Committee in its sole discretion. Any bonus so payable shall be paid to the Employee within
a reasonable time, but in no event later than ninety (90) calendar days, after the last day of the fiscal year to which such bonus
relates.


 


(c)          Payments.
All amounts paid pursuant to this Agreement shall be subject to withholding or deduction by reason of the Federal Insurance Contribution
Act, federal income tax, state and local income tax, if any, and comparable laws and regulations.


 




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(d)          Other
Benefits and Perquisites. The Employee shall be reimbursed by the Company for all reasonable and customary travel and other business
expenses incurred by him in the performance of his duties hereunder in accordance with the Company’s standard expense verification
practices. The Employee shall be entitled to that number of weeks paid vacation per year that is available to other Employees of
the Company, and shall be eligible to participate in such life insurance, health insurance (i.e., medical, dental and/or vision
coverage), disability insurance and benefit, and other employee benefits plans, if any, which the Company may from time to time
make available to its employees generally on such terms as are available to such employees; provided, however, that any
such health insurance shall cover the Employee and his spouse and dependent children, and the Employee shall in any event be entitled
to life insurance, with premiums therefor paid by the Company, and provided, further, that if and to the extent the payment
of life insurance premiums by the Company represents taxable income to the
Employee, the Company shall pay to the Employee, consistent with prior practice, an additional amount (the “Life Insurance
Gross-Up Payment”) equal to the sum of the tax attributable to such taxable income plus the amount
necessary to put the Employee in the same after-tax position
(taking into account any and all applicable federal, state, local and foreign income, employment and excise taxes (including
such tax and any income and employment taxes imposed on the Life
Insurance Gross-up Payment)) that
he would have been in if the Employee had not incurred any tax liability
in connection with the payment of such premiums by the Company. The Company shall furthermore, consistent with prior practice,
pay the Employee’s membership dues in a country or similar club of the Employee’s choosing, as well as related club
fees and expenses actually incurred by the Employee, including without limitation green fees and the cost of dining at such club
(all subject to a cap to be determined by the Committee from time to time)(collectively, the “Country Club Costs”),
provided, however, that the Employee may elect, in lieu of having the Company pay such Country Club Costs on behalf of the
Employee, to have the Company pay the Employee a monthly cash stipend in an amount equal to the Country Club Costs. If the Employee
is not a member in a country or similar club, the cash stipend payable to the Employee pursuant to the immediately preceding sentence
shall be calculated on the basis of the Country Club Costs paid by the Company on behalf of executives of the Company that are
similarly situated. If and to the extent the payment of Country Club Costs or such cash stipend by the Company represents
taxable income to the Employee, the Company shall pay to the Employee, consistent
with prior practice, an additional amount (the “Club Gross-Up Payment”) equal to the sum of the tax attributable to
such taxable income plus the amount necessary to
put the Employee in the same after-tax position
(taking into account any and all applicable federal, state, local and foreign income, employment and excise taxes (including
such tax and any income and employment taxes imposed on the Club
Gross-up Payment)) that he would
have been in if the Employee had not incurred any tax liability in connection
with the payment of such Country Club Costs or cash stipend by the Company. 


 


(e)          
On and after a Change of Control, the Employee shall be included: (i) to the extent eligible thereunder (which eligibility shall
not be conditioned on Employee’s salary grade or on any other requirement which excludes persons of comparable status to
Employee unless such exclusion was in effect for such plan or an equivalent plan immediately prior to the Change of Control), in
any and all plans providing benefits for the Company’s salaried employees in general (including but not limited to life insurance,
health insurance, disability insurance and benefit, and other employee benefit plans) and (ii) in plans provided to executives
of the Company of comparable status and position to Employee (including but not limited to deferred compensation, split-dollar
life insurance, supplemental retirement, stock option, stock appreciation, stock bonus, cash bonus and comparable plans); provided
that in no event shall the aggregate level of benefits under the plans described in clause (i) and the plans described in clause
(ii), respectively, in which Employee is included be less than the aggregate level of benefits under plans of the Company of the
type referred to in such clause, respectively, in which Employee was participating immediately prior to the Change of Control.
The Employee shall also be entitled to continued use of a leased car of a make and model comparable to the make and model of the
Company car used by the Employee immediately prior to the Change of Control, with lease payments and payments of car operating,
maintenance and insurance costs, to be made by the Company.




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4.            NON-COMPETITION,
NON-SOLICITATION AND NON-DISCLOSURE REQUIREMENTS.


 


(a)          Employee
acknowledges that his services are of a special, unique, extraordinary and intellectual character, and his position with the Company
places him in a position of confidence and trust with customers, suppliers and employees of the Company and other Related Entities.
The Employee further acknowledges that the rendering of services under this Agreement necessarily requires the disclosure to him
of confidential information (as defined below) of the Company and/or Related Entities. The Employee and the Company agree that
both prior to and during his course of employment with the Company, the Employee had, has and will continue to develop personal
relationships with the Company’s financiers, customers, suppliers and employees, and that the Employee holds a position of
substantial trust and confidence. As a consequence, the Employee agrees that it is reasonable and necessary for the protection
of goodwill and legitimate business interests of the Company and Related Entities that the Employee make the covenants contained
herein, that the covenants are a material inducement for the Company to employ the Employee and to enter into this Agreement, and
that the covenants are given as an integral part of and incident to this Agreement.


 


(b)          The
Employee covenants and agrees that during his employment by the Company (whether during the Term hereof or otherwise), and thereafter
for a period of one (1) year following the termination of the Employee’s employment with the Company, he will not:


 


(i)          directly
or indirectly engage in, continue in or carry on the business of the Company or any Related Entity, or any business substantially
similar thereto (collectively with the business of the Company and all Related Entities, the “Business”), including
owning or controlling any financial interest in, any corporation, partnership, firm or other form of business organization which
competes with or is engaged in or carries on any aspect of the Business;


 


(ii)         directly
or indirectly, assist, promote or encourage any employees or clients, or potential employees or clients, of the Company or Related
Entities to terminate or discontinue their relationship in order to pursue opportunities or employment with any competitor of the
Company or Related Entities;


 


(iii)        consult
with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization
which is now, becomes or may become, during the Employee’s employment with the Company, a competitor of the Company or any
Related Entity, in any aspect of the Business, including, but not limited to: advertising or otherwise endorsing the products of
any such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor; or loaning money or
rendering any other form of financial assistance to or engaging in any form of business transaction whether or not on an arms’
length basis with any such competitor; or


 




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(iv)        engage
in any practice the purpose of which is to evade the provisions of this Agreement or to commit any act which is detrimental to
the successful continuation of, or which adversely affects, (A) the business of the Company or the Related Entities or (B) the
Company or the Related Entities;


 


provided, however, that the foregoing shall
not preclude the Employee’s beneficial ownership of not more than 5% of the equity securities of a corporation which has
such securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(c)          The
Employee acknowledges that the inventions, innovations, software, trade secrets, business plans, financial strategies, finances,
and all other confidential or proprietary information with respect to the business and operations of the Company and Related Entities
are valuable, special and unique assets of the Company. The Employee agrees not to, at any time during his employment by the Company
(whether during the Term hereof or otherwise), disclose, directly or indirectly, to any person or entity, or use or authorize or
propose to authorize any person or entity to use any confidential or proprietary information with respect to the Company or Related
Entities without the prior written consent of the Company including, without limitation, information as to the financial condition,
results of operations, identities of clients or prospective clients, products under development, acquisition strategies or acquisitions
under consideration, pricing or cost information, marketing strategies or any other information relating to the Company or any
of the Related Entities which could be reasonably regarded as confidential. However, this does not include information which is
or shall become generally available to the public other than as a result of disclosure by the Company or Related Entities or any
of their agents, affiliates or representatives or a person to whom any of them has provided such information.


 


(d)          The
Employee agrees that the geographic scope of this covenant not to compete shall extend to (i) the United States and Canada and
(ii) such broader geographic area where the Company conducts business at any time during the Employee’s employment by the
Company (whether during the Term hereof or otherwise).


 


(e)          In
the event of any breach of the above covenants in this Section 4, the Employee recognizes that the remedies at law will be inadequate
and that in addition to any relief at law which may be available to the Company for such violation or breach and regardless of
any other provision contained in this Agreement, the Company shall be entitled to equitable remedies (including an injunction)
and such other relief as a court may grant after considering the intent of this Section 4.


 


(f)          In
the event a court of competent jurisdiction determines that the provisions of the above covenants in this Section 4 are excessively
broad as to duration, geographic scope, prohibited activities or otherwise, the parties agree that such covenants shall be reduced
or curtailed to the extent necessary to render them enforceable.


 




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5.            TERMINATION.


 


(a)          Death.
The Employee’s employment hereunder shall terminate upon his death.


 


(b)          Disability.
If, during the Term, the Employee becomes physically or mentally disabled in accordance with the terms and conditions of any disability
insurance policy covering the Employee or, if due to such physical or mental disability, the Employee becomes unable for a period
of more than one hundred eighty (180) consecutive days to perform his duties hereunder on substantially a full-time basis as determined
by the Company in its reasonable discretion, the Company may, at its option, terminate the Employee’s employment hereunder
upon not less than thirty (30) days’ written notice of termination.


 


(c)          Cause.
The Company may terminate this Agreement at any time with Cause. As used in this Agreement, “Cause” shall mean the
following: (1) a material violation of the Company’s policies or practices which reasonably justifies termination in the
judgment of the Company’s Board of Directors; (2) the Employee being charged with a felony; (3) the commission by the Employee
of any act which would reasonably be expected in the judgment of the Company’s Board of Directors to materially injure the
reputation, business, or business relationships of the Company or Related Entities; or (4) any material breach by Employee of this
Agreement. The Company may terminate this Agreement with Cause as defined in clauses (4) above upon fifteen (15) business days’
prior written notice (the “Cause Notification Period”) to Employee, but such termination shall only become effective
in the event of Employee’s failure to cure (if capable of being cured) the applicable breach, to the reasonable satisfaction
of Company, prior to the end of the Cause Notification Period. The Company may terminate this Agreement without notice at any time
with Cause as defined in clause (1), (2), or (3) above. In the event of a termination with Cause, the Company shall be relieved
of all its obligations to the Employee provided for by this Agreement, and all payments to the Employees hereunder shall immediately
cease and terminate.


 


(d)          Involuntary
Termination by Employee. The Employee may terminate his employment hereunder upon (i) a good faith determination by the Employee
that there has been a material breach of the Agreement by the Company, (ii) a material adverse change in the Employee’s working
conditions or status, (iii) a significant relocation of the Employee’s principal office, or (iv) during the twenty-four (24)
months following a Change of Control, a good faith determination by the Employee that there has been any of the following: a breach
of the Agreement by the Company, any adverse change in the Employee’s working conditions, status, authority, duties, responsibilities
or any requirement that the Employee relocate his principal office to a location that is more than twenty (20) miles from the location
of the Employee’s principal office immediately prior to the Change of Control (any one of the preceding constituting “Good
Reason”), by delivering written notice of termination to the Company indicating in reasonable detail the facts and circumstances
alleged to provide a basis for such termination and shall cease performing the Employee’s duties hereunder on the date which
is ten (10) days after delivery of the notice, which date shall also be the date of termination of the Employee’s employment
and the final day of the ten (10) day “Good Reason Notification Period”, but such termination shall only become effective
in the event of the Company’s failure to cure the applicable breach or violation, to the reasonable satisfaction of the Employee,
prior to the end of the Good Reason Notification Period.


 




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(e)          Voluntary
Termination by Employee. The Employee agrees to provide the Company with at least twenty (20) business days’ (“Termination
Notice Period”) prior written notice of his intent to terminate employment voluntarily. Failure to provide such notice terminates
the Employee’s entitlement to payment of accrued, unused benefits, such as vacation. However, the Company reserves the right
to terminate the Employee before the end of the Termination Notice Period, provided that the Company pays the Employee the salary
that he would have received from the date of the last payroll payment to the end of the Termination Notice Period. Such salary
shall be paid in accordance with the Company’s normal payroll procedures applicable to base salary. During the Termination
Notice Period, the Employee agrees to make a good faith effort to perform the duties described hereunder. If, during the Term,
the Employee voluntarily terminates his employment with the Company, the Company’s obligations, including payment obligations,
under this Agreement shall cease, except that the Company shall pay the Employee the amount of base salary that he would have received
from the date of the last payroll payment to the end of the Termination Notice Period in accordance with the Company’s normal
payroll procedures applicable to base salary.


 


(f)          Severance
Payments. In the event of a termination of the Employee’s employment occurring (x) by the Company other than for Cause (which
termination shall be deemed to include the Company’s non-renewal of the Initial Term or Renewal Term, as applicable, pursuant
to Section 2 hereof) or (y) by the Employee in a manner which satisfies Section 5(d):


 


(i)          The
Company shall pay the Employee (subject to the provisions of Section 6) a one-time, lump-sum severance payment equal to the sum
of: (A) the Employee’s Base Salary in effect at the time of such termination and (B) the Employee’s average bonus for
the two (2) fiscal years immediately preceding such termination (collectively, the “Severance Payment”). The Severance
Payment shall be paid to the Employee in cash equivalent on the date that is sixty (60) days after the date of termination of the
Employee’s employment; provided that, to the extent required to comply with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), all or a portion of the Severance Payment shall be delayed until the first day of the
seventh (7th) month following the month in which the termination of the Employee’s employment occurs, without interest thereon.


 


(ii)         The
treatment of any outstanding equity awards shall be determined in accordance with the terms of the equity incentive plan(s) under
which such awards were granted and the applicable award agreements.


 


(g)          Additional Benefits. In the event of a
termination triggering payments under Section 5(f) above, the Employee shall be entitled to the following additional benefits:


 




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(i) Until the earlier of twelve (12) months
after the date of Employee’s termination of employment or such time as Employee has obtained new employment and is covered
by benefits which in the aggregate are at least equal in value to the following benefits, Employee shall continue to be covered,
at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical, dental and vision coverage as
Employee received (or, if higher, as was required hereunder) immediately prior to Employee’s termination of employment, subject
to the following: After the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided
under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the
requirements of Treasury regulation section 1.409A-3(i)(1)(iv) and, if necessary, the Company shall amend such health plan to comply
therewith; and if provision of any such health benefits would subject the Company or its benefits arrangements to a penalty or
adverse tax treatment, then the Company shall provide a cash payment to Employee in an amount reasonably determined by the Company
to be equivalent to the COBRA premiums for similar benefits.


 


Notwithstanding anything to the contrary in this Agreement,
if a Change of Control occurs and the Employee’s employment with the Company is terminated (other than a termination due
to Employee’s death or as a result of Disability) during the period of 180 days prior to the date on which the Change of
Control occurs, and if it is reasonably demonstrated by Employee that such termination of employment (i) was at the request of
a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with
or in anticipation of a Change of Control, then for all purposes of this Agreement such termination of employment shall be deemed
a termination following such Change of Control.


 


(h)        General
Release. Notwithstanding anything to the contrary herein, the payments and benefits specified in Sections 5(f) and 5(g) above shall
be in consideration for, contingent on and subject to the Company receiving an executed general release from the Employee containing
terms reasonably satisfactory to the Company that is effective and non-revocable by the 60th day after the date of termination
of the Employee’s employment.


 


(i)          Benefits Through Termination Date. The
following shall apply upon termination of the Employee’s employment: Notwithstanding anything to the contrary herein contained,
the Employee shall receive all compensation and other benefits to which he was entitled under this Agreement or otherwise as an
employee of the Company through the termination date, including payments of Base Salary accrued hereunder through the calendar
month in which such termination occurs and any earned but unpaid annual bonus with respect to any completed fiscal year immediately
preceding the termination, which shall be paid on the otherwise applicable payment date; provided that, if the Employee’s
employment is terminated by the Company for Cause, then any such accrued but unpaid annual bonus shall be forfeited.


 




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6.            TAX
PROVISIONS.


 


(a)          Limitation
on Parachute Payments. Notwithstanding any other provision of this Agreement, if any portion of the Severance Payment or any other
payment under this Agreement, or payments to or for the benefit of the Employee under any other agreement or plan (collectively,
the “Change of Control Benefits”), would constitute an “excess parachute payment,” then the Change of Control
Benefits to be made to the Employee shall be reduced such that the value of the aggregate Change of Control Benefits that the Employee
is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Employee may receive without becoming subject
to the tax imposed by Section 4999 of the Code (or any successor provision) or which the Company may pay without loss of deduction
under Section 280G(a) of the Code (or any successor provision); provided that the foregoing reduction in the amount of Change of
Control Benefits shall not apply if the after-tax value to the Employee of the Change of Control Benefits prior to reduction in
accordance herewith is greater than the after-tax value to the Employee if the Change of Control Benefits are reduced in accordance
herewith. For purposes of this Agreement, the terms “excess parachute payment” and “parachute payments”
shall have the meanings assigned to them in Code Section 280G, and such “parachute payments” shall be valued as provided
therein.


 


(b)         Opinion.
For purposes of this Section, within thirty (30) days after notice by one party to the other of its belief that there is a payment
or benefit due the Employee that will result in an excess parachute payment as defined in Section 280G of the Code or any successor
provision thereto, the Employee and the Company shall obtain, at the Company’s expense, the opinion (which need not be unqualified)
of nationally recognized tax counsel or tax accounting firm (“Tax Counsel”) selected by the Company’s independent
auditors and acceptable to the Employee, which sets forth (A) the “base amount” within the meaning of Section 280G;
(B) the aggregate present value of the payments in the nature of compensation to the Employee as described in Section 280G(b)(2)(A)
(ii); (C) the amount and present value of any “excess parachute payment” within the meaning of Section 280G(b)(1) without
regard to the limitations of this Section 6; (D) the after-tax value of the Change of Control Benefits if the reduction in Change
of Control Benefits contemplated under this Section 6 did not apply; and (E) the after-tax value of the Change of Control Benefits
taking into account the reduction in Change of Control Benefits contemplated under this Section 6. For purposes of determining
the after-tax value of the Change of Control Benefits, the Employee shall be deemed to pay federal income taxes and employment
taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the payment is to be
made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Employee’s
domicile for income tax purposes on the date the payment is to be made, net of the maximum reduction in federal income taxes that
may be obtained from deduction of such state and local taxes.


 


In the event that a reduction is to be made
under this Section 6, the Change of Control Benefits shall be reduced or eliminated by applying the following principles, in order:
(i) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable
actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (ii) the payment or benefit
with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and
(iii) cash payments shall be reduced prior to non-cash benefits; provided, however, that if the foregoing order of reduction or
elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payments or benefits included
in the Change of Control Benefits (on the basis of the relative present value of the parachute payments). For purposes of this
Agreement, the value of any noncash benefits or any deferred payment or benefit, and all present economic values, shall be determined
by the Company’s independent auditors in accordance with the principles of Sections 280G, which determination shall be evidenced
in a certificate of such auditors addressed to the Company and the Employee. Such opinion shall be dated as of the date of termination
of the Employee’s employment and addressed to the Company and the Employee and shall be binding upon the Company and the
Employee.


 




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The provisions of this Section 6(b), including
the calculations, notices and opinions provided for herein shall be based upon the conclusive presumption that the compensation
earned by the Employee pursuant to the Company’s compensation programs prior to a change of control is reasonable; provided,
however, that in the event such Tax Counsel so requests in connection with the opinion required by this Section 6(b), the Company
shall obtain at its expense, and Tax Counsel may rely on in providing the opinion, the advice of a firm of recognized Employee
compensation consultants as to the reasonableness of any item of compensation to be received by the Employee.


 


(c)          Effect
of Change in Law. In the event that the provisions of Sections 280G and 4999 of the Code (or any successor provisions) are repealed,
this Section 6 shall cease to be effective on the effective date of such repeal. The parties to this Agreement recognize that final
regulations promulgated under Section 280G of the Code may affect the amounts that may be paid under this Agreement and agree that,
upon issuance of such final regulations, this Agreement may be modified as the parties hereto may in good faith deem necessary
in light of the provisions of such regulations to achieve the purposes of this Agreement, and that consent to such modification
shall not be unreasonably withheld.


 


7.            SUCCESSORS.


 


(a)          If
the Company sells, assigns or transfers all or substantially all of its business and assets to any Person (as defined in Appendix
A hereto) or if the Company merges into or consolidates or otherwise combines (where the Company does not survive such combination)
with any Person (any such event, a “Sale of Business”), then the Company shall assign all of its right, title and interest
in this Agreement as of the date of such event to such Person, and the Company shall cause such Person, by written agreement in
form and substance reasonably satisfactory to the Employee, to expressly assume and agree to perform from and after the date of
such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Failure of the Company
to obtain such agreement prior to the effective date of such Sale of Business shall be a material breach of this Agreement. In
case of such assignment by the Company and of assumption and agreement by such Person, as used in this Agreement, “Company”
shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 7 or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of,
and be enforceable by, such Person. The Employee shall, in the Employee’s discretion, be entitled to proceed against any
or all of such Persons, any Person which theretofore was such a successor to the Company (as defined in the first paragraph of
this Agreement) and the Company (as so defined) in any action to enforce any rights of the Employee hereunder. Except as provided
in this Subsection, this Agreement shall not be assignable by the Company. This Agreement shall not be terminated by the voluntary
or involuntary dissolution of the Company.


 




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(b)          This
Agreement and all rights of the Employee shall inure to the benefit of and be enforceable by the Employee’s personal or legal
representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Employee under Sections 3, 5, 7
and 8 of this Agreement if the Employee had lived shall be paid, in the event of the Employee’s death, to the Employee’s
estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit
plan of the Company, as such terms are in effect on the date of the Employee’s death, that expressly govern benefits under
such plan in the event of the Employee’s death.


 


8.            INDEMNIFICATION.
In the event that the Employee is
made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative
(a “Proceeding”), other than any Proceeding initiated by the Employee or
the Company related to any contest or dispute between the Employee and
the Company or any of its affiliates with respect to this Agreement or
the Employee's employment hereunder,
by reason of the fact that the Employee is
or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company
as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise,
the Employee shall be
indemnified and held harmless by the Company to the maximum extent permitted under applicable law and the Company's bylaws from
and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding
(including attorneys' fees). Costs and expenses incurred by the Employee in
defense of such Proceeding (including attorneys' fees) shall be paid by the Company in advance of the final disposition of such
litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence,
amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable
law made by or on behalf of the Employee to
repay the amounts so paid if it shall ultimately be determined that the Employee is
not entitled to be indemnified by the Company under this Agreement.


 


9.             SEVERABILITY.
The provisions of this Agreement shall be regarded as divisible, and the parties agree that if any of said provisions or any part
hereof shall under any circumstances be deemed or declared invalid, inoperative or unenforceable, then the validity and enforceability
of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.


 


10.          AMENDMENT.
This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Employee.


 


11.           WITHHOLDING.
The Company shall be entitled to withhold from amounts to be paid to the Employee hereunder any federal, state or local withholding
or other taxes or charges which it is from time to time required to withhold; provided, that the amount so withheld shall not exceed
the minimum amount required to be withheld by law (unless the Employee has otherwise indicated in writing). The Company shall be
entitled to rely on an opinion of nationally recognized tax counsel if any question as to the amount or requirement of any such
withholding shall arise.


 




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12.           CLAWBACK.
The Employee agrees that any incentive-based
compensation and benefits provided by the Company under this Agreement or otherwise are subject to recoupment or clawback (a)
if the Company is required to file an adverse restatement of earnings and the Committee determines that the Employee was
involved, or had knowledge of or should have known that the earnings at issue were materially false or misleading when originally
filed and the materially false or misleading earnings resulted in compensation to the Employee that otherwise would not
have been earned, vested or paid, (b) under any applicable Company clawback or
recoupment policy that is generally applicable to the Company's executives,
as may be in effect from time to time, or (c) as required by law or under applicable stock exchange listing rules. For the sake
of clarity, as used in this Section 12, “incentive-based compensation” shall not include Base Salary.


 


13.          NOTICE.
For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed
to have been duly given when actually received, whether hand-delivered, sent by telecopier, facsimile transmission or other electronic
means of transmitting written documents (as long as receipt is acknowledged) or mailed by United States certified or registered
mail, return receipt requested, postage prepaid, addressed as follows:


 


If to the Employee, to the Employee at the
Employee’s address then reflected in the records of the Company.


 


If to the Company, to:


 


Paradise, Inc.


1200 W. Dr. Martin Luther King, Jr. Blvd.


Plant City, Florida 33563


Attn: Chairman of the Board of Directors


 


or to such other address as either party may have furnished
to the other in writing in accordance herewith, except that a notice of change of address shall be effective only upon receipt.


 


14.          NO
WAIVER; ENTIRE AGREEMENT. No waiver by any party hereto of any breach of this Agreement by any other party hereto shall be deemed
a waiver of any similar or dissimilar term or condition at the same or at any prior or subsequent time. This Agreement and any
equity award agreements between the Company and the Employee constitute the entire agreement between the parties hereto with respect
to the Employee’s employment by the Company and there are no agreements or representations, oral or otherwise, expressed
or implied, with respect to or related to the employment of the Employee which are not set forth in this Agreement or such equity
award agreements.


 


15.           NO
ASSIGNMENT. Except as expressly set forth herein, no party shall assign any of his or its rights under this Agreement without the
prior written consent of the other party and any attempted assignment without such prior written consent shall be null and void
and without legal effect.


 




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16.        
 COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be effective
upon the execution and delivery by any party hereto of facsimile copies of signature pages hereto duly executed by such
party; provided, however, that any party delivering a facsimile signature page covenants and agrees to deliver promptly after
the date hereof two (2) original copies to the other party hereto.


 


17.   
      GOVERNING LAW.


 


(a)          The
validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of
Florida, except that Section 17(b) shall be construed in accordance with the Federal Arbitration Act if arbitration is chosen by
the Employee as the method of dispute resolution.


 


(b)          Any
dispute arising out of this Agreement shall, at the Employee’s election, be determined by either (i) arbitration under the
rules of the American Arbitration Association then in effect (but subject to any evidentiary standards set forth in this Agreement),
in which both parties shall be bound by the arbitration award, or (ii) by litigation. Whether the dispute is to be settled by arbitration
or litigation, the venue for such arbitration or litigation, as the case may be, shall be Tampa, Florida. The parties consent to
personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence
or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.


 


18.    
     CERTAIN RULES OF CONSTRUCTION; CODE SECTION 409A.


 


(a)          No
party shall be considered as being responsible for the drafting of this Agreement for the purpose of applying any rule construing
ambiguities against the drafter or otherwise. No draft of this Agreement shall be taken into account in construing this Agreement.
Any provision of this Agreement which requires an agreement in writing shall be deemed to require that the writing in question
be signed by the Employee and an authorized representative of the Company.


 


(b)          The
Company and the Employee intend the terms of this Agreement to be in compliance with Section 409A of the Code and the regulations
promulgated thereunder. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner
that avoids a violation of Section 409A of the Code. The phrase “termination of the Employee’s employment” and
similar phrases in this Agreement shall mean the Employee’s “separation from service” as defined in Section 409A
of the Code. With respect to any reimbursement or in-kind benefit arrangements of the Company provided for herein that constitute
deferred compensation for purposes of Section 409A of the Code, the following conditions shall be applicable: (i) the
amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect
the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except
that the health and dental plans may impose a limit on the amount that may be reimbursed or paid if such limit is imposed on all
participants), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year
in which the expense was incurred (or such earlier deadline as may be imposed by the Company’s applicable generally applicable
policies and procedures), and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for
another benefit.


 




    	 	13	 



     


    

  


(c)          
The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not
limited to consequences related to Section 409A of the Code.


 


(d)          If,
after the date of a Change of Control of the Company, any payment amount or the value of any benefit under this Agreement is required
to be included in the Employee’s income prior to the date such amount is actually paid or the benefit provided as a result
of the failure of this Agreement (or any other arrangement that is required to be aggregated with this Agreement under Code Section
409A) to comply with Code Section 409A, then the Employee shall receive a distribution, in a lump sum, within 90 days after the
date it is finally determined that the Agreement (or such other arrangement that is required to be aggregated with this Agreement)
fails to meet the requirements of Section 409A of the Code; such distribution shall equal the lesser of (i) the amount required
to be included in the Employee’s income as a result of such failure and (ii) the benefits otherwise due hereunder, and shall
in any event reduce the amount of payments or benefits otherwise due hereunder.


 


19.    
      DOLLAR AMOUNTS. All dollar amounts set forth herein refer to U.S. dollars.


 


20.           HEADINGS.
The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this
Agreement.


 


[Signature Page Follows]


 




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


 


	 	PARADISE, INC.
	 	 
	 	/s/ Melvin S. Gordon
	 	Chairman and Director
	 	 
	 	EMPLOYEE:
	 	 
	 	/s/ Randy S. Gordon
	 	Randy S. Gordon


 


[Signature Page: Paradise, Inc. –
Randy Gordon Employment Agreement]


 




     


     


    

 


APPENDIX A


 


For purposes of this Agreement, a Change
of Control shall be deemed to have occurred upon the earlier of:


 


(i) The
acquisition, without prior approval by the Board of Directors of the Company (the “Board”), by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than twenty-five
percent (25%) of either:


 


(A)
The then outstanding shares of common shares of the Company (the “Outstanding Company Common Stock”) or


 


(B)
The combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of
directors (the “Company Voting Securities”); or


 


(ii)
Individuals who, as of January 1, 2018, constituted the Board (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board, provided that any individual becoming a director subsequent to January 1, 2018, whose election
or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election
contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act); or


 


(iii)
Consummation of a reorganization, merger, amalgamation, arrangement, consolidation or other business combination (a “Business
Combination”), in each case, with respect to which the individuals and entities who were the respective beneficial owners
of the Outstanding Company Common Stock and Company Voting Securities immediately prior to such Business Combination do not, following
such Business Combination, beneficially own as a group, directly or indirectly, 50% or more of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from such Business Combination;


 


(iv)
A complete liquidation or dissolution of the Company or sale or other disposition of all or substantially all of the assets of
the Company other than to a corporation with respect to which, following such sale or disposition, more than 50% of, respectively,
the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Company
Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the
Outstanding Company Common Stock and Company Voting Securities, as the case may be, immediately prior to such sale or disposition;
or


 




     


     


    

  


(v)
a determination by the Board, in view of the then current circumstances or impending events, that a change of control of the
Company has occurred or is imminent, which determination shall be made for the specific purpose of triggering the operative
provisions of this Agreement.


 


If a payment is considered deferred
compensation subject to the provisions of Code Section 409A, then the foregoing definition shall be deemed amended to the
minimum extent necessary to comply with Code Section 409A.