Exhibit 10.51


 





EMPLOYMENT AGREEMENT


 


This Employment Agreement
(the “Agreement”) is made as of March 15, 2015, between Twinlab Consolidation Corporation, a Delaware Corporation
(the “Company”) and Mark Walsh (“Executive”).


 


WHEREAS, the Company
desires to employ Executive and Executive desires to be employed by the Company pursuant to the terms of this Agreement effective
as of March 31, 2015 (the “Effective Date”) on the terms contained herein.


 


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


 


1.Position,
Duties, and Office Location. 


 


(a) The Company shall
employ Executive, and Executive hereby accepts employment with the Company, as the Company’s EVP, Chief Operating Officer.
This full-time position and employment pursuant to this Agreement will commence on the Effective Date. In this position, Executive
shall report to the Company’s Chief Executive Officer, and shall render such services and have such duties and responsibilities
in connection with the business of the Company (and, from time to time if and as applicable, its Affiliates) as are consistent
with Executive’s position and as the Company’s Chief Executive Officer (the “CEO”) or other authorized
executive may otherwise direct from time to time.


 


(b) Executive will
report to the CEO and initially be based out of the Company’s offices in American Fork, Utah, for a period of not less than
the first 18 to 24 months of Executive’s employment Executive’s presence during this period of his employment is critical
to accomplishing the goals and objectives of Company and this position. Once the turnaround of the Company’s supply chain
has been accomplished, the Executive will be expected to divide his time between the American Fork, Utah office and the Company’s
main office in Florida (or such other location as the Company may otherwise decide); the relative proportion of time spent in each
location to be determined by the Company’s CEO based on the recommendation of Executive as to how the COO can best serve
the needs of the Company at such time. The Company will pay the relocation costs for moving Executive to its main office in Florida
(or such other location as the Company may otherwise decide). Relocation cost reimbursement will be governed by the Company’s
relocation policy as applied to all members of its Executive Committee.


 


(c)Executive understands,
acknowledges and agrees that (i) from time to time or temporarily, Executive may be required to (and shall) travel to, attend meetings
at, and work at or from other offices of the Company or its Affiliates including new offices the Company or its Affiliates may
open in Florida or elsewhere, and (ii) such travel, attendance and work requirements shall not constitute a material change in
the geographic location at which Executive provides services to the Company for purposes of Section 6(d) below. Executive further
understands, acknowledges and agrees that the Company is implementing a transition plan pursuant to which it will relocate its
main offices to Florida (or such other location as the Company may otherwise decide) and that Executive’s position and employment
will be transferred to such location over time which will include transferring/relocating Executive’s position, duties and
primary office location to such main office of the Company (or other location) during Executive’s employment. This required
transfer/relocation shall not constitute a Good Reason condition under Section 6(d) below


 






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(d)Executive will
be loyal to the Company and its Affiliates during Executive’s employment and devote Executive’s full-time business
efforts and attention to Executive’s employment with the Company and the business and affairs of the Company and its Affiliates.
Except as set forth on Schedule I to this Agreement, during Executive’s period of employment with the Company, Executive
shall not serve as an officer or director of, or otherwise perform services for compensation for, any entity other than the Company
or its Affiliates without the prior written consent of the Company’s CEO (not to be unreasonably withheld); provided that
Executive may serve as an officer or director of, or otherwise participate in, civic, educational, social, charitable and religious
organizations so long as such activities do not interfere with Executive’s employment obligations, performance and/or duties
to the Company and (if applicable) any of its Affiliates.


 


2.Base
Salary. During Executive’s employment and for all services performed (including whether for or for
the benefit of the Company or any Affiliate), Executive shall be paid an initial base salary based on an annualized rate of Four
Hundred Thousand Dollars ($400,000) per year. Executive’s base salary shall be paid in accordance with the Company’s
normal payroll practices, currently bi-weekly pay periods, and from which the Company shall withhold taxes in accordance with applicable
regulations. Executive’s base salary will be subject to annual review and adjustment by the Company, provided that, unless
otherwise mutually agreed by the parties in writing, any increase in Executive’s base salary shall not serve to limit or
reduce any other obligation to Executive under this Agreement. The base salary in effect at any given time is referred to herein
as “Base Salary.”


 


3.Incentive
Compensation. 


 


(a)Bonus
Programs. Executive will be eligible to participate in any performance-based bonus program that the Company provides for all
or most of its similarly situated key executives at a bonus level commensurate with Executive’s position in the Company as
determined by the Company in accordance with the terms of the applicable bonus program. Executive’s target annual bonus under
such program shall be fifty percent (50%) of Executive’s Base Salary for the year to which the given bonus relates (the “Target
Annual Bonus”). The actual amount of the annual bonus for a given year will be determined by the Company pursuant to
the applicable program and the attainment of applicable Company (including, if and as applicable, Affiliates’) and/or individual
performance metrics and may be between 0% and 100% of the Executive’s Base Salary for the given year to which the bonus relates.
The metrics upon which any performance-based bonus and bonus program are based (which may include qualitative and/or quantitative
Company and/or individual performance metrics) and corresponding bonus levels shall be reviewed and may be modified and set annually
by the Company in its sole discretion and subject to and commensurate with the Board’s approval of the annual operations
budget for the Company. In all instances, to earn and be entitled to payment of any bonus, Executive must be employed in good standing
by the Company on the day such bonus is paid. Annual bonuses (if any) will be payable in a single lump-sum in cash between January
1 and March 15 of the year following the fiscal year to which such bonus relates. At whatever time paid, any bonus paid to Executive
will be paid, less any required taxes and withholding in accordance with applicable regulations. In addition, Executive in his
role as COO will also participate in a performance-based operating efficiency improvement program during his initial twenty-four
month period of employment. The performance targets and metrics for this program will be set by the Company’s CEO with input
from Executive, and the Executive’s target annual bonus under such program will be $25,000.


 






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(b)Equity
Awards.  As a part of this offer of employment, Executive shall be entitled
to an award of 2,000,000 Restricted Stock Units (“RSU’s”) of Twinlab Consolidated Holdings, Inc. (the Company’s
ultimate parent company) pursuant to and upon Executive’s execution of (i) a “Restricted Stock Unit Award Agreement
For Company Employees Under The Twinlab Consolidation Corporation 2013 Stock Incentive Plan Assumed By Twinlab Consolidated Holdings,
Inc.,” in substantially the form attached hereto as Exhibit A, and (ii) an Insider Trading Policy in substantially the form
attached hereto as Exhibit B. Executive shall also be eligible to participate in the Company’s equity incentive or similar
plan(s) or program(s) as and when implemented and maintained by the Company (or the Company’s parent, Twinlab Consolidated
Holdings, Inc. (“Parent”), under which employees of the Company are eligible to participate); and will be eligible
to receive from time-to-time long-term equity incentive grants, including, stock options, restricted stock or other stock-based
awards, as determined in the discretion of the Compensation Committee of the Board (if any) or the Board (if there is no Compensation
Committee) of the Company (or Parent, as the case may be) and subject to any applicable performance metrics and/or budgetary or
other business considerations, in accordance with the terms and conditions of the applicable plan(s). Any such equity incentive
awards shall be granted in accordance with the applicable plan(s) as then in effect; will be evidenced by an award agreement issued
under the applicable plan; and shall be subject to and governed by the terms and conditions of the applicable plan(s) and award
agreement(s) for all purposes (including, without limitation with respect to vesting and the effect and consequences of any termination
of Executive’s employment or service relationship with the Company).


 


4.Benefits.
As a full-time employee, Executive will be eligible to participate in the Company’s or its Affiliates’ (as applicable)
comprehensive benefits plans and programs available to employees generally, subject to the terms and conditions (including eligibility
criteria) of such plans and programs. The specific terms of all benefit plans and programs are as set out in applicable policy
statements, program or plan documents, and/or insurance policies, and are subject to change at any time in the Company’s
or its applicable Affiliate’s sole discretion. Notwithstanding the foregoing, Executive will not be eligible or entitled
to participate in any plan, program or practice (if any) providing for payment of severance or separation pay (or similar pay or
benefit) to employees whose employment is terminated; and any severance or similar pay or benefits to which Executive is or may
be entitled in connection with any termination of employment will be determined under the terms of this Agreement. Executive will
be entitled to up to twenty (20) paid-time-off (PTO) days per full calendar year (pro rata for any partial years), subject to the
terms of the Company’s PTO policy. It is understood and agreed that (and notwithstanding anything to the contrary
in the Company’s PTO policy) Executive’s annual PTO allotment does not accrue and, unless otherwise required by applicable
law, Executive may not rollover any unused PTO remaining at the end of one calendar year into the next calendar year and Executive
will not be paid for any unused PTO days remaining at the end of a given year. Executive will be paid for any unused PTO for the
then current calendar year during which Executive’s employment terminates.


 






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5.Business
Expenses.


 


(a)Normal
Business Expenses. Executive will be reimbursed for reasonable business expenses incurred during Executive’s employment,
including pre-approved business related travel expenses, in accordance with the Company’s business expense policy and subject
to documentation (and any other) requirements as provided in that policy. In addition, Executive shall be provided a stipend of
Two Hundred and Fifty Dollars per month ($250.00 /mo.) to cover cell phone expenses.


 


(b)Travel
and Living Expenses Until Relocation. Until such time as Executive relocates to the Company’s main corporate office,
the Company shall also reimburse Executive for (i) the cost of air travel, ground transportation, and meals associated with traveling
between the Company’s Utah facilities and Executive’s home in the Los Angeles area in accordance with Executives duties
as outlined in Section 1(b) above, each in accordance with the Company’s travel policy and business expense policy, and provided
that with respect to parking at airports, Executive is expected to park in long-term parking and reimbursement shall be limited
to the applicable long-term parking rate at the relevant airport; (ii) for laundry and dry cleaning expenses incurred while in-residence
in Utah; and (iii) for lodging while in-residence in Utah, which at Executive’s option may be either (x) at the Holiday Inn
Express in American Fork, Utah or the Hampton Inn in Orem, Utah, or (y) a leased local residence for which the Company will reimburse
Executive up to two thousand dollars ($2,000) per month for rental expenses and utilities.


 


(c)Personal
Car Relocation Expenses. In addition to the reimbursable expenses provided for in Section 5(b) above, the Company will reimburse
the Executive for the one-time cost of driving his personal car from Executive’s home to Utah for use as his personal car
while in-residence in Utah. Such reimbursement will include (i) reimbursement for gasoline (provided Executive submits receipts
for same), and (ii) a flat rate per mile in accordance with the then current travel mileage reimbursement rate provided in the
Company’s business expense policy. Alternatively, if the Executive chooses to have his car shipped from his home to Utah,
then the Company will reimburse the Executive for all reasonable costs of such shipment, subject to the Executive submitting receipts
for the same.


 


6.At-Will
Employment; Termination of Employment. Executive’s employment relationship with the Company shall be at-will
and is thus subject to termination by Executive or the Company at any time for any reason or no reason, with or without cause;
provided, however, that if the Company terminates Executive’s employment without Cause at any time (pursuant to Section 6(c)
below) or if Executive terminates Executive’s employment for “Good Reason” (as defined in and under Section 6(d)
below), during the term of this Agreement, Executive will be eligible for the “Severance Pay” as provided for in and
subject to Sections 7(b) and 7(c) of this Agreement. The date on which any termination (for whatever reason, and whether terminated
by Executive or the Company) is effective is referred to herein as the “Termination Date.”


 






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(a)Termination
Due to Executive’s Death. Executive’s employment hereunder shall terminate effective immediately upon Executive’s
death. Termination by virtue of Executive’s death pursuant to this Section 6(a) shall not be deemed to be a “termination
without Cause” under Section 6(c) below, and therefore, shall not entitle Executive to Severance Pay under Section 7(b) hereof.


 


(b)Termination
by the Company for Cause. The Company may terminate Executive’s employment hereunder for Cause effective upon notice
(which may be with immediate effect, subject to any applicable cure period provided below). For purposes of this Agreement, “Cause”
shall mean termination for any of the following reasons: (i) Executive’s indictment for, conviction for, or plea of “guilty”
or “no contest” to any crime (whether or not involving the Company or any of its Affiliates) constituting any felony
or constituting a misdemeanor involving moral turpitude or fraud in the jurisdiction involved; (ii) an act by Executive of physical
violence causing bodily harm to another person on Company or Company Affiliate property or off Company or Company Affiliate property
but in the performance of Executive’s duties as a Company employee; (iii) Executive’s reporting
to work under the influence of alcohol or a controlled substance (except prescription drugs used as prescribed); (iv) Executive’s
gross neglect or misconduct in the performance of Executive’s duties, or willful failure or refusal to perform Executive’s
duties; (v) conduct by Executive which is materially injurious or materially damaging to the Company and/or any of its Affiliates
or the reputation of the Company and/or any of its Affiliates; (vi) a material violation by Executive of this Agreement or the
Company’s or its Affiliates’ policies which (if curable) is not cured to the reasonable satisfaction of the CEO within
fifteen (15) days after written notice thereof to Executive; or (vii) Executive’s inability to substantially perform Executive’s
essential job duties (with or without reasonable accommodation) for a continuous period of 90 days or for 120 days (which need
not be continuous) in any 12 month period due to physical or mental disability.


 


(c)Termination
by the Company without Cause. The Company may terminate Executive’s employment hereunder at any time without Cause (which
may be effective immediately upon notice or upon such other date as may be set in such notice). Any termination by the Company
of Executive’s employment under this Agreement which is not due to Executive’s death under Section 6(a) or which does
not constitute a termination for Cause under Section 6(b) shall be deemed a termination without Cause.


 


(d)Termination
by Executive. Executive may terminate Executive’s employment at any time for any reason, including but not limited to
for Good Reason. A termination by Executive other than for Good Reason will be effective upon such date set forth in a written
notice to the Company; provided, however, the Company may accelerate the effective date of such termination by Executive to any
earlier date after receiving such notice (and such acceleration shall not constitute a termination by the Company without Cause
for any purpose). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with
the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without Executive’s
consent: (i) a material diminution in Executive’s Base Salary, except for a proportional reduction pursuant to a Company-wide
reduction of all executive salaries due to economic conditions; (ii) a material diminution in Executive’s authority, duties
or responsibilities; (iii) a material change in the geographic location at which Executive provides services to the Company; or
(iv) any other action or inaction that constitutes a material breach of this Agreement by the Company.


 






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In order for Executive
to terminate Executive’s employment for “Good Reason,” Executive must first notify either the Company’s
CEO or the Company’s Chief Legal Officer in writing of the specific act or omission constituting a “Good Reason”
condition within a period not to exceed sixty (60) days of the initial existence or occurrence of the condition, upon the
notice of which the Company shall have thirty (30) days to remedy the condition (the “Cure Period”). If the
Company does not remedy or otherwise correct the condition noticed within the thirty (30) day period, Executive may resign/terminate
Executive’s employment for “Good Reason” by written notice delivered to either the Company’s CEO or the
Company’s Chief Legal Officer within the following thirty (30) days after the end of the Cure Period. If the Company cures
the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The foregoing procedure in
this paragraph is referred to in this Agreement as the “Good Reason Process.”


 


7.Compensation
Upon Termination.


 


(a)Termination
in General. If Executive’s employment with the Company is terminated for any reason (whether by the Company or Executive),
then Executive (or his authorized representative or estate, if applicable) shall be entitled to: (i) any Base Salary earned through
the Termination Date, payout of any remaining unused PTO for the year during which the Termination Date occurs (subject to and
in accordance with Section 4 of this Agreement), and any unpaid expense reimbursements through the Termination Date (subject to
and in accordance with Section 5 of this Agreement), to be paid on or before the time required by law but in no event more than
30 days after the effective date of such termination; and (ii) any vested benefits Executive may have accrued under any employee
benefit plan (including any Company or Company Affiliate’s qualified retirement plan or other written benefit plan applicable
to Executive) through the Termination Date, which vested benefits will be paid and/or provided in accordance with the terms of
such employee benefit plans (collectively, the “Vested Rights”). In addition, Executive and Executive’s
qualified beneficiaries, if participating in the Company’s or its Affiliate’s group health insurance plan immediately
before the Termination Date, shall be entitled to elect continuation coverage at Executive’s sole expense under the federal
law known as COBRA or similar state law (if applicable), in accordance with and subject to the terms, conditions and requirements
of such applicable law.


 


(b)Termination
by the Company Without Cause or by the Executive For Good Reason. If the Company terminates Executive’s employment without
Cause as provided in and under Section 6(c) or if Executive resigns/terminates Executive’s employment for “Good Reason”
under Section 6(d), then (1) Executive will be entitled to his Vested Rights (and any COBRA rights under applicable law); and (2)
in addition, and subject to the conditions set forth in Section 7(d) below, the Company will provide the following (collectively,
the “Severance Pay”):


 


(i)the
Company will pay Executive an amount equal to continuation of Executive’s Base Salary (at the rate last in effect) for:


 






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(A)twenty-six
(26) weeks, if the effective date of such termination of employment is not within the six (6) month period immediately after the
occurrence of the first event constituting a Change in Control; or


 


(B)fifty-two
(52) weeks, if the effective date of such termination of employment is within the six (6) month period immediately after the first
event constituting a Change in Control;


 


and


 


(ii)if
Executive was participating in the Company’s or its Affiliate’s (as applicable) group health plan immediately prior
to the Termination Date and elects COBRA health continuation coverage, then the Company shall pay to Executive a monthly cash payment
for 6 months (or, if such termination of employment is effective within six months after the first event constituting a Change
in Control, for 12 months) or Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to
the monthly cost of such COBRA premium for Executive (and, if applicable, Executive’s qualified and participating dependents).


 


The amounts payable under Sections 7(b)(i)
and 7(b)(ii) shall be paid in substantially equal installments in accordance with the Company’s payroll practice and scheduled
over a period of 26 weeks (or, if such termination is within six (6) months after the first event constituting a change of control,
over a period of 52 weeks) commencing within 60 days after the effective date of the termination of Executive’s employment;
provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Pay
shall begin to be paid in the second calendar year by the last day of such 60-day period, provided, further, that the initial payment
shall include a catch-up payment to cover amounts retroactive to the day immediately following the effective date of the termination
of Executive’s employment. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes
of Treasury Regulation Section 1.409A-2(b)(2).


 


In the event of Executive’s death
while receiving Severance Pay, Executive’s designated beneficiary (or, if none, Executive’s estate) will receive the
remaining Severance Pay installments.


 


(c)Change
in Control. For purposes of Section 7(b) above, a “Change in Control” means the first event that occurs
after the Effective Date that constitutes: (i) the sale of all or substantially all of the assets of the Parent; or (ii) if the
Parent is “taken private” through a transaction or series of transactions that results in the common stock of Parent
no longer being traded on a public exchange. Notwithstanding anything contained in this Agreement to the contrary, in the event
Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within one (1) month prior
to the occurrence of a Change in Control but after definitive agreement has been reached to enter a Change in Control, then Executive’s
Severance Pay eligibility under Section 7(b) (and subject to the conditions in Section 7(d)) shall be determined as if Executive’s
employment terminated within the six month period after such Change in Control.


 






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(d)Conditions
to Severance Pay. For Executive to be and remain eligible for Severance Pay, the following conditions must be met: (i) Executive
must timely sign, not revoke within any applicable revocation period, and continue to honor a separation and general release agreement
in favor of and in a form acceptable to the Company (the “General Release Agreement”), containing, among other
provisions, (x) a general release of any and all claims that Executive might otherwise have relating to Executive’s employment
and/or the termination of Executive’s employment, or relating to any other act, omission or statement up to the date on which
Executive executes the general release, against the Company and its affiliated and related entities (including the Company’s
“Affiliates,” defined, individually and collectively, as other entities controlling, controlled by or under common
control with the Company) and related persons (including the officers, executives, directors, employees, owners, shareholders,
and agents of the Company and each related entity and Affiliate), provided that the release will not waive Executive’s Vested
Rights (as defined above), or any rights Executive may otherwise have to indemnification under an indemnification agreement with
Company, if any, or the Company’s Articles of Incorporation or Bylaws for acts or omissions during Executive’s employment
with the Company, and (y) non-disparagement and post-employment cooperation obligations; (ii) the General Release Agreement must
become effective and irrevocable within 60 days after the Termination Date; (iii) Executive must resign (upon written request by
Company) from all positions with or representing the Company or any Affiliate, including but not limited to membership on boards
of directors; and (iv) Executive must comply with all provisions of Sections 9, 10 and 12 below.


 


If Executive fails
to execute such General Release Agreement in a form acceptable to the Company before the expiration of the earlier of the time
frame specified by the Company in such form of General Release Agreement or the end of the sixty (60) day period immediately following
the Termination Date, or if Executive after timely executing the General Release Agreement timely revokes it (if a revocation right
and period is provided thereunder), Executive shall not be entitled to the Severance Pay. If Executive breaches any of the provisions
contained in Section(s) 9, 10 and/or 12, all payments of the Severance Pay shall immediately cease.


 


(e)Offsets
to Severance Pay. Severance Pay for any week will be reduced by (i) any disability benefits to which Executive is entitled
for that week under any disability insurance policy or program (including, but not limited to, workers’ disability compensation);
(ii) any payment due to Executive under or by virtue of the Federal Worker Adjustment and Retraining Notification Act or any comparable
state statute or local ordinance; (iii) any unemployment insurance compensation collected by Executive following the Termination
Date through the end of the period during which Severance Pay is payable under this Agreement; and (iv) any amounts that Executive
owes to the Company.


 


8.Withholding
and Deductions. All pay and benefits will be subject to withholding and deductions required by law or court
order. The Company may offset any amounts Executive owes it against any amounts it owes Executive hereunder to the extent permitted
by federal, state, and local law.


 


9.Confidentiality;
Return of Property. 


 






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(a)Confidential
Information. Executive acknowledges that the continued success of the Company and its Affiliates depends upon the use and protection
of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing
or to be developed in the future shall be referred to herein as “Confidential Information.” Confidential Information
will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible
or intangible form) that is (i) related to the Company’s or its Affiliates’ current or potential business and (ii)
is not generally or publicly known. Confidential Information includes, without limitation, the information, observations and data
obtained by Executive during the course of Executive’s performance under this Agreement concerning the business and affairs
of the Company and its Affiliates and/or during any prior employment with the Company and/or any of its predecessors, information
concerning acquisition opportunities in or reasonably related to the Company’s or its Affiliates’ business or industry
of which Executive becomes aware through Executive’s employment with the Company, the persons or entities that are current,
former or prospective suppliers or customers of any one or more of them during Executive’s course of performance under this
Agreement, product research and development, product formulations, and product formulation techniques and processes, as well as
development, transition and transformation plans, methodologies and methods of doing business, all trade secrets, intellectual
property, strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business
plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices
and terms, customer service, support and equipment. Therefore, Executive agrees that Executive shall only use such Confidential
Information as may be required on behalf of the Company or its Affiliates in connection with Executive’s performance under
this Agreement and solely in the best interests of the Company and/or its Affiliates; and that Executive shall not disclose to
or for the benefit of any unauthorized person or for Executive’s use for Executive’s own account any of such Confidential
Information without the prior written consent of the Company’s Chief Executive Officer, unless and to the extent that any
Confidential Information (i) becomes generally known to and available for use by the public other than as a result of Executive’s
acts or omissions, or (ii) is required to be disclosed pursuant to any applicable law or court order.


 


(b)Third
Party Information. Executive understands that the Company and its Affiliates will receive from third parties confidential or
proprietary information (“Third Party Information”) subject to a duty on the Company’s and its Affiliates’
part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Executive’s
employment with the Company and thereafter, and without in any way limiting the provisions of Section 9(a) above, Executive will
only use Third Party Information in connection with Executive’s performance under this Agreement, will hold Third Party Information
in the strictest confidence, and will not disclose Third Party Information to anyone other than personnel of the Company and its
Affiliates who need to know such information in connection with their work for the Company or as otherwise directed by the Company’s
Chief Executive Officer.


 


(c)Mandatory
Disclosure. In the event Executive is requested or compelled by court order, decree, subpoena or other process or requirement
of law to disclose Confidential Information or Third Party Information, Executive shall to the extent permissible and practicable
under the circumstances provide reasonably prompt written notice (unless such notice is prohibited by law) to the Company of any
such requirement so that the Company (or its applicable Affiliates) may, at its option and expense, seek a protective order or
other appropriate remedy. Executive agrees to cooperate with the Company and its Affiliates in any such proceeding, at the expense
of the Company, provided that the foregoing shall not be construed to require Executive to undertake litigation or other legal
proceedings on its own behalf. In the event that such protective order or other remedy is not obtained, Executive agrees to furnish
only that portion of the confidential information which Executive is advised by Executive’s own counsel should be disclosed
and, at the Company’s expense, to use reasonable efforts to obtain assurance that confidential treatment will be accorded
the information.


 






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(d)Return
of Information and Property. Upon termination of Executive’s employment, or at any other time as the Company may request
in writing, Executive agrees to deliver to the Company any and all property of the Company or any Affiliate and any and all documents,
materials, data and information (in whatever form, whether hardcopy, electronic or otherwise, and in whatever medium) relating
to the business of the Company or any Affiliate, including without limitation all such items that constitute or contain Confidential
Information, documents, computer files, keys, corporate credit cards and company provided computers, automobiles or other equipment.
All such property will be returned promptly and in good condition except for normal wear.


 


10.Ideas,
Concepts, Inventions and Other Intellectual Property. All business ideas and concepts and all inventions, improvements,
developments and other intellectual property made or conceived by Executive, either solely or in collaboration with others, during
Executive’s employment, whether or not during working hours, and relating to the business or any aspect of the business of
the Company or any Affiliate or to any business or product the Company or any Affiliate is actively planning to enter or develop,
shall become and remain the exclusive property of the Company (or applicable Affiliates), and the Company’s and/or its Affiliates’
successors and assigns. Executive shall disclose promptly in writing to the Company all such inventions, improvements, developments
and other intellectual property, and will cooperate in confirming, protecting, and obtaining legal protection of the Company’s
and its Affiliates’ ownership rights. Executive’s commitments in this Section 10 will continue in effect after termination
of Executive’s employment as to ideas, concepts, inventions, improvements and developments, and other intellectual property
made or conceived in whole or in part before the Termination Date. Executive represents and warrants that except as may be described
on Schedule II to this Agreement signed separately by Executive and the Company’s CEO or Chief Legal Officer, there are no
ideas, concept, inventions, improvements, developments, or other intellectual property that Executive invented or conceived before
becoming employed by the Company or at any time prior to the Effective Date to which Executive, or any assignee of Executive, now
claims title and that are to be excluded from this Agreement.


 


11.Non-Contravention.
Executive represents and warrants that (a) Executive is not party to or bound by any employment, non-competition, non-solicitation,
confidentiality or other agreement that purports to prohibit or restrict Executive from engaging in employment with the Company
pursuant hereto, or using expertise that Executive possesses (other than information constituting a trade secret or other proprietary
or confidential information of another person or entity protected under applicable law) for the benefit of the Company or its Affiliates;
and (b) that the execution, delivery, and performance of this Agreement by Executive do not and shall not conflict with, breach,
violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or
by which Executive is bound. Without limiting the foregoing, Executive will not use in the course of Executive’s employment,
or disclose to the Company or any of its Affiliates or its or their respective personnel, any information belonging to any other
person or entity that constitutes a trade secret of such person or entity under applicable law or other non-public information
(including such information belonging to or obtained from a prior employer or other party) which is otherwise lawfully protected
from disclosure under applicable law or agreement.


 






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12.Non-Competition,
Non-Solicitation, Conflicts. For purposes of this Section 12, references to the “Company” shall
include, individually and collectively, the Company and its Affiliates and its/their respective successors and assigns. Executive
agrees as follows:


 


(a)Non-Competition.
Executive will not, during Executive’s employment with the Company and for a period of twelve (12) months immediately thereafter,
(i) directly or indirectly compete with the Company, or (ii) be employed by, perform services for, advise or assist, own any interest
in or loan or otherwise provide funds to any other business or entity that is engaged (or seeking Executive’s services with
a view to becoming engaged) in any Competitive Business. “Competitive Business” means a business that is engaged,
directly or indirectly, in the business of developing, manufacturing, marketing (including catalogue, mail order, internet/on-line,
or other direct-to-consumer marketing), selling and/or distributing (including wholesale distributing) herbal teas or dietary supplements,
including without limitation, vitamins, minerals, liquid proteins, protein powders, amino acids, herbal blends, phytonutrients,
enzymes, probiotics, diet and weight loss supplements, ready-to-drink liquid supplements, meal replacements and/or bars, and/or
any other business or products engaged in by the Company or any Affiliate or being actively developed by management of the Company
or such Affiliate. (Each of the products referenced in the preceding sentence is referred to herein as a “Competitive
Product”). The foregoing restrictions in this Section 12(a) shall be limited to the United States, Canada and any other
foreign countries in which the Company or any Affiliate, directly or indirectly (including, without limitation, indirectly through
sales representatives, distributors, partners, joint ventures, licensees, or the internet/on-line) sells, offers, markets, develops,
produces, manufactures, promotes, provides, distributes, or solicits business for its products at any time during the Executive’s
employment with the Company.


 


(b)Non-Solicitation.
Executive will not during Executive’s employment with the Company (and/or any Affiliate) and for a period of twelve (12)
months thereafter, directly or indirectly, (i) solicit, encourage or induce, or attempt to solicit, encourage or induce, any employee
of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any employee
thereof, (ii) hire any person who was an employee of the Company at any time during Executive’s employment with the Company,
or (iii) (A) solicit, encourage or induce, or attempt to solicit, encourage or induce, any customer, supplier, licensee, licensor,
franchisee or other business relation of the Company to cease doing business with the Company, (B) solicit, or attempt to solicit,
the business or patronage of any such customer, supplier, licensee, franchisee or other business relation of the Company in connection
with any Competitive Product, or (C) in any way interfere with the relationship between any such customer, supplier, licensee,
licensor, franchisee or other business relation and the Company (including, without limitation, making any negative or disparaging
statements or communications regarding he Company). For purposes of this paragraph 12(b), the term “employee” shall
include consultants and independent contractors of the Company.


 






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(c)Exceptions;
Waiver Request.


 


(i)Nothing
in this Section 12 prohibits Executive from being a passive owner of not more than 2% of any class of securities of a publicly
traded entity (or any amount of any class of securities of the Company), provided that Executive does not engage in any other activity
prohibited by this Section 12 or Section 9.


 


(ii)Executive
may submit a written request to the Company for a waiver of some or all of the restrictions provided by this Section 12. The Company
agrees to consider such a request, but may grant or deny the request in its absolute discretion. In the event that the Company
grants any such waiver, Executive agrees that the Company shall be released from any obligation to make further payments of Severance
Pay upon Executive’s acceptance of employment with a Competitive Business, but that the release of such obligation shall
not otherwise modify the terms of any Separation Agreement and Release signed by Executive in connection with the receipt of such
Severance Pay (including, without limitation, the general release of claims by Executive thereunder) and that any such Separation
Agreement and Release shall remain in full force and effect.


 


(d)Conflicts
of Interest. During Executive’s employment, Executive will not acquire any financial interest in, accept gifts or favors
from, or establish any relationship other than on behalf of the Company with, any customer, supplier, distributor, or other person
who does or seeks to do business with the Company, unless Executive has disclosed the financial interest, gift, favor, or relationship
to the Company’s Chief Legal Officer in writing and has received written approval for that activity or transaction; provided,
however, that this restriction does not apply to casual and normal social/business relationships that do not involve exchange of
money, gifts or favors other than normal business expenditures such as lunches or event attendance without significant cost. If
any member of Executive’s family engages or proposes to engage in any relationship or activity that would be covered by the
preceding sentence if engaged in by Executive, Executive will immediately disclose that proposed or actual relationship or activity
as provided above.


 


(e)Reasonableness
of Restrictions; Enforcement and Remedies. Executive understands that the obligations, covenants and restrictions contained
in Sections 9, 10 and 12 of this Agreement are intended to protect the Company’s interests in its Confidential Information,
customer and business relationships, goodwill, and employee training and relationships, and agrees that such obligations and restrictions
(and the scope of precluded activities, geographic scope and duration thereof) are necessary, reasonable and appropriate for this
purpose. Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach
by Executive of Executive’s promises set forth in Sections 9, 10 and/or 12, that the Company would be irreparably harmed
by such breach, and that, in any event, money damages would be an inadequate remedy for any such breach. Executive further acknowledges
and agrees that (i) without the restrictions set forth in Section 9, 10 and 12, Executive would be in a position to compete unfairly
with the Company, and (ii) Executive’s education and experience are such that the restrictions set forth in Section 9, 10
and 12 will not interfere with Executive’s ability to earn a livelihood. Accordingly, Executive agrees and consents that
the Company (or, for avoidance of doubt, its successors and assigns) shall be entitled to temporary, preliminary and permanent
injunctive relief, specific performance, and/or other appropriate equitable relief (in addition to all other remedies it may have
for damages or otherwise, in law or in equity) to restrain any such breach or threatened breach without showing or proving any
actual damage to the Company (or, if applicable, successors or assigns) and without posting a bond or other security; and the Company
(or, if applicable, its successors and assigns) shall be entitled to an award of its attorneys’ fees and costs incurred in
enforcing any of the Executive’s obligations and restrictions under Section 9, 10 and/or 12 of this Agreement.


 






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13.Corporate
Opportunity. During Executive’s employment with the Company, Executive shall submit to the Company’s
CEO all bona fide business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes
aware which relate to the business of the Company and/or its Affiliates at any time during such period employment (“Corporate
Opportunities”). Unless approved by the CEO, Executive shall not accept or pursue, directly or indirectly, any Corporate
Opportunities on or for Executive’s own behalf or benefit.


 


14.Compliance
with Section 409A.


 


(a)Anything
in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company determines that the Executive
is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment
or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service
would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a)
of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such
benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation
from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis,
the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period
but for the application of this provision, and the balance of the installments shall be payable in accordance with their original
schedule.


 


(b)All
in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred
by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively
practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year
in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year
shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except
for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits
is not subject to liquidation or exchange for another benefit.


 






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(c)To
the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation”
under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination
of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.”
The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions
set forth in Treasury Regulation Section 1.409A-1(h).


 


(d)The
parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision
of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner
so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute
a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended,
as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related
rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.


 


(e)The
Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions
of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an
exemption from, or the conditions of, such Section.


 


15.Additional
Limitation – 280G Matters.


 


(a)Anything
in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by
the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code and the applicable
regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999
of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments
shall be $1.00 less than the amount at which Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided
that such reduction shall only occur if it would result in Executive receiving a higher After Tax Amount (as defined below) than
Executive would receive if the Aggregate Payments were not subject to such reduction.  In such event, the Aggregate Payments
shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that
are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code:  (1)
cash payments not subject to Code Section 409A; (2) cash payments subject to Code Section 409A; (3) equity-based payments and acceleration;
and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that
are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that
are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).


 


(b)For
purposes of this Section 15, the “After Tax Amount” means the amount of the Aggregate Payments less all federal,
state, and local income, excise and employment taxes imposed on Executive as a result of Executive’s receipt of the Aggregate
Payments.  For purposes of determining the After Tax Amount, Executive shall be deemed to pay federal income taxes at the
highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is
to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and
locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.


 






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(c)The
determination as to whether a reduction in the Aggregate Payments shall be made pursuant to Section 15(a) shall be made by a nationally
recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting
calculations both to the Company and Executive within 15 business days of the Termination Date, if applicable, or at such earlier
time as is reasonably requested by the Company or Executive.  Any determination by the Accounting Firm shall be binding upon
the Company and Executive.


 


16.Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein; and each portion and provision
declared to be invalid, illegal or unenforceable (in whole or in part) by a court or arbitrator of competent jurisdiction shall
be construed, interpreted and enforced by such court or arbitrator to be modified and apply to the fullest extent permitted by
law.


 


17.No
Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.


 


18.Survival.
Executive’s obligations under Sections 7 through 10 and 12 through 25 shall survive and continue in full force in accordance
with their terms notwithstanding the expiration or termination of the Executive’s employment with the Company (for whatever
reason and whether by the Company or Executive).


 


19.Counterparts,
Electronic Signatures. This Agreement may be executed in separate counterparts, each of which is deemed an
original and all of which taken together constitute one and the same agreement. This Agreement may be signed by facsimile signatures
or other electronic delivery of an image file reflecting the execution of the Agreement, and if so signed or delivered such electronic
signatures shall be deemed to have the same legal effect as delivery of an original signature and may be relied on by each
party as if the document were a manually signed original and will be binding on each party for all purposes.


 


20.Successors
and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the
Company and their respective heirs successors and assigns, except that Executive may not assign Executive’s rights or delegate
Executive’s duties or obligations hereunder without the prior consent of the Company. This Agreement may be assigned by the
Company to any of its Affiliates or to any entity that acquires more than fifty-percent (50%) of the voting interests in the Company
or all or substantially all of the assets of the Company. Upon and after such succession or assignment by the Company, reference
in this Agreement to the Company shall be deemed to mean or include (as applicable) such successor or assign.


 






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21.Complete
Agreement; Replacement of Prior Employment Agreement. This Agreement, including any Schedules hereto, embodies
the complete agreement and understanding among the parties with respect to the subject matter hereof and supersedes and preempts
any prior understandings, agreements or representations by or among the parties, whether written or oral, with respect to such
subject matter, including specifically but not limited to any prior employment agreements between Executive and the Company’s
Affiliates and/or predecessors, including Twinlab Corporation. Without limiting the foregoing, Executive acknowledges and agrees
that, as of the Effective Date, any such prior employment agreements is/are superseded and replaced by this Agreement and without
any liability or obligation owing to Executive (by the Company, any of its Affiliates and/or any of its or their predecessors)
under any such prior employment agreement(s).


 


22.Amendments
and Waivers. This Agreement cannot be amended, and the obligations under this Agreement cannot be waived,
unless the amendment or waiver is agreed to in writing by Executive and the Company’s CEO, and no course of conduct or failure
or delay to enforce or exercise any rights under this Agreement (including, but not limited to, the Company’s right to terminate
Executive for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be a waiver
or implied waiver of any provision of this Agreement.


 


23.Arbitration.
Any dispute or controversy between the parties hereto, whether during the employment term or thereafter, including without limitation,
any and all matters relating to this Agreement, Executive’s employment with the Company and/or the cessation thereof, and
all matters arising under any federal, state, or local statute, rule or regulation, or principle of contract law or common law,
including but not limited to any medical leave statutes, wage payment statutes, employment discrimination statutes, employee benefit
statutes, and any other equivalent federal, state, or local statute, will be settled by arbitration administered by the American
Arbitration Association (“AAA”) in New York, New York or, in the event the Company’s primary offices have
relocated to Florida then in the city and state of such relocation. The arbitration will be conducted pursuant to the arbitration
rules in the AAA’s Employment Arbitration Rules and Mediation Procedures (or their equivalent), which arbitration will be
confidential, final, and binding to the fullest extent permitted by law. There shall be one (1) arbitrator, selected jointly by
the parties hereto, or if the parties cannot so agree on a single arbitrator, selected in accordance with AAA’s procedures.
Each party hereto will be responsible for paying its attorney’s fees and costs incurred under this Section 23, except as
may otherwise be provided by the arbitrator in order to comply with applicable substantive law or to the extent otherwise provided
in this Agreement. Further, the parties hereto will equally share any costs levied by the AAA, including the cost of the arbitrator
and use of a hearing room, provided that Executive will not be obliged to pay for any portion of such costs beyond the maximum
amount permitted in order that this arbitration provision be legally enforceable. The foregoing provisions of this Section 23 shall
not be deemed (a) to preclude either party hereto from pursuing a court action for the purposes of obtaining a temporary restraining
order or preliminary injunctive relief to protect or enforce its rights hereunder or in circumstances in which such relief is appropriate,
(b) to prohibit any court of competent jurisdiction from making preliminary findings of fact in connection with granting or denying
preliminary injunctive relief pending a final determination of factual issues by the arbitrator, or (c) to preclude either party
from seeking permanent injunctive or other equitable relief after and in accordance with the decision and findings of the arbitrator.


 






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24.Governing
Law. This agreement shall be governed by and construed in accordance with the laws of the State of New York
without giving effect to its conflict of laws principles.


 


25.Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall
be deemed to have been given (a) when delivered by hand; (b) on the first business day following date sent if sent by a nationally
recognized overnight courier (receipt requested); (c) on the date sent (if such date is a business day at the recipient’s
address, otherwise on the next business day at the recipient’s address) by facsimile or e-mail of a PDF document (with confirmation
of receipt by recipient); in each case a party’s refusal or willful avoidance of delivery shall be deemed to constitute delivery.
Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 25):


 





	If to the Company:	Twinlab Consolidation Corporation
	 	632 Broadway, Suite 201
	 	New York, New York 10012
	 	Facsimile: (212) 505-5413
	 	E-mail: rneuwirth@twinlab.com
	 	Attention: Chief Legal Officer
	 	 
	 	 
	If to Executive:	Mark Walsh
	 	11084 Mann Court
	 	Moorpark, CA 93021
	 	E-mail: makagral@roadrunner.com







 





[Remainder of page intentionally left
blank. Signature page(s) immediately follow.]




 


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the 15th day of March, 2015, intending to be legally bound thereby.





 





	TWINLAB CONSOLIDATION 	 	EXECUTIVE
	CORPORATION	 	 
	 	 	 
	 	 	 
	/s/ Thomas A. Tolworthy	 	/s/ Mark Walsh
	By:  Thomas A. Tolworthy	 	Mark Walsh
	Its:   Chief Executive Officer	 	 







 






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