Exhibit 10.2


 


ALLIED
ESPORTS ENTERTAINMENT, INC.

Restricted Stock UNIT Agreement


 


THIS RESTRICTED
STOCK UNIT AGREEMENT (the “Agreement”), made effective as of January 19, 2021 is by and between Allied Esports
Entertainment, Inc., a Delaware corporation (the “Company”), and Frank Ng (the “Employee”).


 


Background


 


A. The Company has adopted
the Allied Esports Entertainment, Inc. 2019 Equity Incentive Plan (the “Plan”), to enable the Company to offer
to employees, officers, and directors of, and consultants to, the Company and its subsidiaries whose past, present and/or potential
future contributions to the Company and its subsidiaries have been, are or will be important to the success of the Company, an
opportunity to share monetarily in the success of and/or acquire an equity interest in the Company.


 


B. The Compensation Committee
of the Board of Directors of the Company (the “Committee”) believes that entering into this Agreement with
Employee is consistent with the stated purposes for which the Plan was adopted.


 


C. The Company desires
to grant restricted stock units to the Employee, and the Employee desires to accept such restricted stock units, on the terms
and conditions set forth herein and in the Plan.


 


D. The terms of this
Agreement are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) as a “short-term deferral” of compensation. Code Section 409A and the Treasury Regulations
issued thereunder are referred to in this Agreement as “Section 409A.”


 


AGREEMENT


 


NOW, THEREFORE,
it is agreed as follows:


 


1. Grant
of Restricted Stock Units. Subject to Section 2 below, the Company hereby grants to Employee restricted stock units (collectively,
the “Units”) having a stated value equal to $1,000,000.00 (the “Stated Value”), which collectively
represent the right to receive the Stated Value or a portion thereof, payable in accordance with and subject to the terms and provisions
of this Agreement and the Plan.


 


2. Vesting and Forfeiture
of Units.


 


(a) Generally.
All Units shall become vested on the two year anniversary of the closing date (the “Closing Date”) of the sale
of the outstanding common stock of Club Services, Inc. (“CSI”) to Element Partners, LLC (“Buyer”),
pursuant to the terns and conditions of that certain Stock Purchase Agreement dated the date hereof by and among the Company,
Buyer, CSI and Allied Esports Media, Inc. (the “Vesting Date”), provided that the Employee remains continuously
employed by the Company through the Vesting Date.


 


(b) Termination
Without Cause. In the event Employee’s employment with the Company is terminated on or after the Closing Date, but before
the Vesting Date by the Company without Cause (as defined below), the Employee shall become 100% vested in the Units.


 


(c) Forfeiture.
Upon termination of Employee’s employment with the Company prior to the Vesting Date (which term shall also apply to the
date on which the vesting of Units accelerates pursuant to subsection 2(b)) for any reason other than termination of employment
by the Company without Cause, the Employee will forfeit to the Company all Units granted under this Agreement (including the entire
Stated Value thereof).


 






     


    


    

 


(d) Definitions.
For purposes of this Agreement, “Cause” shall have the meaning ascribed to such term in Employee’s written
employment agreement with the Company, provided, however, if at any time Employee has no written employment agreement
with the Company, “Cause” shall mean any of the following:


 


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


 


(B) Employee
embezzles or misappropriates assets of Company or any of its subsidiaries;


 


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


 


(D) Breach
of the Nondisclosure Agreement or any other agreement be-tween Employee and Company or to which Company and Employee are parties,
or a breach by Employee of a fiduciary duty or responsibility to Company;


 


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


 


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


 


3. Form and
Timing of Payment. As soon as administratively practicable following the Vesting Date (which term shall also apply
to the date on which the vesting of Units accelerates pursuant to subsection 2(b) of this Agreement), but no later than
thirty (30) days thereafter, the Company shall pay to the Employee (or his estate, if applicable) the Stated Value. The
Company, in its sole discretion, may elect to pay the Stated Value in cash or by issuing shares of common stock, par value
$0.0001 per share, of the Company (the “Common Stock”) having a Fair Market Value (as defined in the Plan) equal
to the Stated Value on the Vesting Date, or any combination thereof. To the extent paid in shares of Common Stock, any
fractional share shall be rounded up to the nearest full share.


 


4. No Right to Continuation
of Employment or Corporate Assets. Nothing contained in this Agreement shall be deemed to grant Employee any right to continue
in the employ of the Company for any period of time or to any right to continue his or her present or any other rate of compensation,
nor shall this Agreement be construed as giving Employee, Employee’s beneficiaries or any other person any equity or interests
of any kind in the assets of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company
and any such person.


 


5. Withholding of
Tax. To the extent that the receipt of Units, cash or Common Stock results in income to Employee for federal or state income
tax purposes, Employee shall pay the applicable withholding tax, which may be paid by any method permitted under the Plan.


 






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6. No Assignment of
Units or Rights to Shares. Neither Employee nor any beneficiary shall have any right to assign, pledge or otherwise transfer
any Units or any right to receive cash or shares of Common Stock under this Agreement, except to the limited extent permitted
under the Plan. No creditor of Employee (or of any beneficiary) shall have any right to garnish or otherwise attach any Units
or any right to receive cash or shares of Common Stock under this Agreement. In the event of any attempted assignment, pledge
or other transfer, or attempted garnishment or attachment by a creditor, the Company shall have no further liability under this
Agreement.




 


7. Rights of Employee.
The Employee shall not have any of the rights of a shareholder with respect to the Units.


 


8. The Plan; Administration.
The Units are granted pursuant to the Plan and is governed by the terms thereof, which are incorporated herein by reference. The
Committee shall have the sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of
the Committee with respect thereto and to this Agreement shall be final and binding upon the Employee. In the event of any conflict
between the terms and conditions of this Agreement and the Plan, the provisions of the Plan shall govern and control. By the execution
of this Agreement, Employee acknowledges receipt of a copy of the Plan.


 


9. Section
280G.


 


(a) Notwithstanding
any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits
provided or to be provided by the Company or its affiliates to the Employee or for the Employee’s benefit pursuant to the
terms of this Agreement or otherwise ("Covered Payments") constitute "parachute payments" within the
meaning of Section 280G of the Code and would, but for this Section 9, be subject to the excise tax imposed under Section 4999
of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties
with respect to such taxes (collectively, the "Excise Tax"), then the Covered Payments shall be reduced (but not below
zero) to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. Any such
reduction shall be made by the Company in its sole discretion consistent with the requirements of Section 409A.


 


(b) If, notwithstanding
the initial application of this Section 9, the Internal Revenue Service determines that any Covered Payment constitutes an excess
parachute payment (as defined by Section 280G(b) of the Code), this Section 9 will be reapplied based on the Internal Revenue
Service's determination, and the Employee will be required to promptly repay the portion of the Covered Payments required to avoid
imposition of the Excise Tax together with interest at the applicable federal rate (as defined in Section 7872(f)(2)(A) of the
Code) from the date of the Employee’s receipt of the excess payments until the date of repayment).


 


(c) Any determination
required under this Section 9, including whether any payments or benefits are parachute payments, shall be made by the Company
in its sole discretion. The Employee shall provide the Company with such information and documents as the Company may reasonably
request in order to make a determination under this Section 9. The Company’s determinations shall be final and binding on
the Company and the Employee.


 






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10. General.


 


(a) This Agreement
may be amended only by a written agreement executed by the Company and the Employee.


 


(b) This Agreement
and the Plan embody the entire agreement made between the parties hereto with respect to matters covered herein; and this Agreement
shall not be modified except by a writing signed by the parties, except as otherwise provided in the Plan.


 


(c) Nothing
herein expressed or implied is intended or shall be construed as conferring upon or giving to any person, firm, or corporation
other than the parties hereto, any rights or benefits under or by reason of this Agreement.


 


(d) Each party
hereto agrees to execute such further documents as may be necessary or desirable to effect the purposes of this Agreement.


 


(e) This Agreement
may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one
and the same agreement.


 


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


 


Signature Page follows.


 




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


 


	 	ALLIED ESPORTS ENTERTAINMENT, INC.
	 	 	 
	 	By:	/s/ Adam Pliska
	 	Name:	Adam Pliska
	 	Title:	President
	 	 	 
	 	 	/s/ Frank Ng
	 	 	Frank Ng



 


 


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