Exhibit 10.1


 


SECOND Amendment
to


Employment AGREEMENT


 


This Second Amendment to
Employment Agreement (the “Second Amendment”), effective as of November 4, 2016, is between Eastside Distilling, Inc.,
a Nevada corporation (the “Company”), and Steven Earles (the “Executive”).


 


A.           Effective
February 6, 2015, the Company and the Executive entered into an Employment Agreement (the “Agreement”) pursuant to
which the Executive agreed to provide certain services to the Company. This Agreement was amended effective July 5, 2016 (the “Second
Amendment”). The Agreement is incorporated into this Second Amendment by this reference and all defined terms in the Agreement
shall have the same meaning in this Second Amendment.


 


B.           The
parties now wish to modify and amend the Agreement in accordance with this Second Amendment.


 


The parties, each intending
to be legally bound, agree as follows:


 


1.          The
first sentence of Section 1 of the Agreement shall be amended in its entirety to read as follows:


 


“The Company hereby
employs Executive, and Executive hereby accepts employment, as the President of the Company.”


 


2.          The
first sentence of Section 3(a) of the Agreement shall be amended in its entirety to read as follows:


 


“In consideration
for Executive’s performance of Executive’s duties and responsibilities with the Company, the Company shall pay to Executive,
a base salary of $120,000 per annum (the “Base Salary”).”


 


3.          Section
7(b)(ii) of the Agreement shall be amended to read as follows:


 


“(ii) a lump
sum severance payment in an aggregate amount equal to one month of the Executive’s then-current Base Salary.”


 


4.          Executive
hereby waives his claim for accrued and unpaid salary of $182.026.61.


 


5.          The
Company hereby grants to Executive a restricted stock unit (the “RSU”) of shares (the “RSU Shares”) of
Common Stock equal to the quotient obtained by dividing $30,000 by the closing price of the Common Stock on the effective date
hereof, which the Company hereby deems to be the fair market value of such shares as of the date hereof, all pursuant to the Company’s
2016 Stock Incentive Plan, to vest as follows:


 




     


     


    

 


	Vesting Date	 	Number of Restricted Stock Units That Vest
	Grant Date	 	One quarter of the RSU Shares
	January 1, 2017	 	One quarter of the RSU Shares
	April 1, 2017	 	One quarter of the RSU Shares
	July 1, 2017	 	One quarter of the RSU Shares


 


6.          The
Company shall indemnify Executive to the fullest extent allowed by the Company’s Articles of Incorporation, as amended, the
Company’s Amended and Restated Bylaws (the “Bylaws”), and applicable law. Notwithstanding Section 7.14 of the
Bylaws, to the extent permitted by applicable law, the rights granted pursuant to this Section 6 shall apply to acts and actions
occurring since October 31, 2014.


 


7.          This
Second Amendment shall be deemed a modification of the Agreement in accordance with Section 11(h) of the Agreement. Except as specifically
modified hereby, the Agreement shall be deemed controlling and effective, and the parties hereby remake and confirm each of the
representations and warranties of the Agreement and agree to be bound by each of its terms and conditions.


 


8.          This
Second Amendment 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.


 


The Company and the Executive
have duly executed this Second Amendment as of the date first above written.


 


	 	EASTSIDE DISTILLING, INC.
	 	 	 
	 	By:	 
	 	Name:	Grover T. Wickersham
	 	Title:	Chairman of the Board
	 	 	 
	 	STEVEN EARLES
	 	 	 
	 	 
	 	Name:	Steven Earles


 




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