Exhibt
10.1


 


PARKS!
AMERICA, INC,


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this “Agreement”) is hereby entered into and made effective this first day of June 2022, by and between
Parks! America, Inc., a Nevada corporation, with its principal place of business located at 1300 Oak Grove Road Pine Mountain, Georgia
31822 (the “Company”), and Dale Van Voorhis of 5684 Pioneer Trail, Hiram, Ohio (“Van Voorhis”).


 


RECITALS


 


1.
The Company is engaged in the business of developing theme parks and attractions and related service enterprises and desires to ensure
effective management, governance, and leadership in this endeavor.


 


2.
Van Voorhis has been an officer and Director of the Company since 2009, most recently, serving as its Chief Executive Officer. He has
expressed a desire to continue in some professional capacity beyond his current contract period which ends on May, 31, 2022.


 


3.
In view of his effective service and relevant experience, the Company has determined that it also desires to continue its relationship
with Van Voorhis in the roles of Chairman of the Board, member of the Strategic Growth and Audit Board Committees, and as Special Advisor
to the Chief Executive Officer of the Company according to the terms as set forth below.


 


NOW,
THEREFORE, in consideration of the foregoing recitals and of the mutual covenants, promises, terms, and conditions hereinafter set forth,
the parties hereto agree as follows:


 


I.
EMPLOYMENT


 


The
Company hereby employs, engages, and hires Van Voorhis, on a part-time basis, as its Chairman of the Board of Directors, Special Advisor
to the Chief Executive Officer, and Board member on the Strategic Growth and Audit Committees, on the terms and conditions hereinafter
set forth. Van Voorhis hereby accepts such employment and agrees to perform such services and duties and to carry out such responsibilities
as requested by the Board or the CEO inclusive of those roles and responsibilities listed in Schedule “A” attached hereto.


 


II.
TERMS OF EMPLOYMENT


 


The
terms of employment contemplated under this Agreement shall be for a period of two (2) years commencing as of June 1, 2022 and terminating
on May 31, 2024 as noted below. This Agreement does not guarantee, nor eliminate, the option for the two parties to mutually agree to
extend their professional relationship beyond May 31, 2024.


 


	 	●	Chairman
    of the Board of Directors	June
    1, 2022 – May 31, 2024
	 	●
    	Strategic
    Growth & Audit Committee Member	June
    1, 2022 – May 31, 2024
	 	●
    	Special
    Advisor to the CEO	June
    1, 2022 – May 31, 2023


 


III.
SERVICES, DUTIES, AND RESPONSIBILITIES


 


1.
On a part time-basis, Van Voorhis will faithfully and to the best of his ability serve the Company in his roles as its Chairman of the
Board of Directors, Strategic Growth & Audit Committee Member, and Special Advisor to the CEO subject to the policy direction of
the Board of Directors of the Company. Van Voorhis shall perform such services and duties as are customarily performed by one holding
these positions in a public corporation.


 




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2.
As noted, Van Voorhis will devote his energy and skill on a part-time basis to his employment with the Company. Such duties shall be
rendered where Van Voorhis elects, and at such other place or places as the Company shall require or as interests, needs, business, or
opportunity of the Company shall require, subject to the part time-nature of his employment.


 


3.
These roles are considered “Non-Executive” Advisory positions, and as such, Van Voorhis shall not have the authority to make
business decisions, agreements, or contractual obligations on behalf of the Company, unless specifically assigned by either action by
the Board of Directors of the Company or by delegation by the CEO.


 


4.
Van Voorhis shall not directly or indirectly represent or be engaged by or be an employee of any other person, firm or corporation or
be engaged for his services as an officer, general manager or consultant in any other business or enterprise in competition with the
Company, subject to the conditions and limitations provided in Article IX, Section 3 hereof. It is understood, however, that the foregoing
in no way prevents Van Voorhis from owning stock or having an economic interest in other businesses or enterprises. Furthermore, Van
Voorhis may serve on the boards of directors of other companies so long as such service does not conflict with his interest in and duties
to the Company and he may be an officer, director, and/or shareholder in any family or personal investment business so long as it does
not conflict with his interest in and duties to the Company.


 


5.
Van Voorhis agrees to indemnify and hold the Company, its Board of Directors, and any officers or employees of the Company harmless from
any past or current grievance, disagreement, or other potential claim of injury or wrongdoing.


 


IV.
COMPENSATION


 


1.
Salary. Commencing June 1, 2022, the Company shall continue to pay Van Voorhis a salary at the rate of $100,000.00 (One Hundred
Thousand Dollars) through May 31, 2023, payable monthly on the last day of each month. Said salary will be subjected to withholding taxes,
e.g., Federal Income Tax, FICA, and State and/or Local Withholding Taxes. The Company also shall reimburse Van Voorhis for all reasonable
and necessary business expenses incurred by him in his roles, including expenses incurred by him with respect to his wife when it is
necessary for her to accompany him to the IAAPA Convention for the Company and/or attending business or social functions.


 


2.
Van Voorhis will receive an annual salary at the rate of $50,000.00 (Fifty Thousand Dollars) payable monthly on the last day of each
month commencing June 1, 2023 through May 31, 2024 as compensation for his ongoing role as Chairman of the Board and Board Committee
Member in Year 2 of this Agreement. The Company has no further obligation to Van Voorhis after May 31, 2024.


 


V.
DIRECTORS AND OFFICERS INSURANCE


 


The
Company has purchased and maintains Directors’ and Officers’ liability insurance, including coverage for Van Voorhis in his
roles as Chairman of the Board of Directors of the Company, as a member of the Board of Directors, and as Special Advisor to the CEO
of the Company, in an amount of not less than $3,000,000.00 (Three Million Dollars).


 




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VI.
INDEMNIFICATION


 


The
Company shall indemnify Van Voorhis, his heirs, executors, administrators and assigns, from and against, and he shall be entitled without
further act on his part to be indemnified by the Company for, all claims against him and expenses, including, but not limited to, amounts
of judgments, reasonable settlement of suits, attorney fees, and related costs of litigation, reasonably incurred by him in connection
with or arising out of any action, suit or cause of action against the Company and/or against Van Voorhis as a result of his having been
an officer and/or Director of the Company, or, at its request, of any other corporation which the Company owns or of which the Company
is a stockholder or creditor, whether or not he continues to be such officer or Director at the time of incurring said expenses. The
foregoing right of indemnification shall not be exclusive of other rights to which Van Voorhis may be entitled. The foregoing right of
indemnification shall not apply to claims where Van Voorhis is conclusively shown to have committed acts of malfeasance or gross negligence.


 


VII.
BUSINESS EXPENSE REIMBURSEMENT


 


The
Company shall reimburse Van Voorhis for all reasonable and necessary business expenses incurred by him in the performance of his services,
duties, and responsibilities, including but not limited to, transportation, travel expenses, board and room, entertainment, and other
business expenses incurred within the scope of his duties, such requests for reimbursement to be supported by receipts, bills, and other
records acceptable to the Chief Financial Officer of the Company. If Van Voorhis travels to the IAAPA Convention with his wife, Bonita
Von Voorhis, her travel expenses shall be reimbursed, as well. If reimbursement, advances, or allowances are based on permitted mileage
or per diem rates, then Van Voorhis shall submit specification of relevant mileage, destination, dates, and other supporting information
typically required for tax purposes.


 


VIII.
TERMINATION OF EMPLOYMENT


 


1.
Termination for Cause, Generally. Under this Agreement, the Company shall have the right to terminate the employment of Van Voorhis
for “cause,” which shall consist of two classes: “Class 1” shall mean termination where there are acts or omissions
involving malfeasance on the part of Van Voorhis (as further described below), and “Class 2” shall refer to a termination
of Van Voorhis by the Board of Directors where no action or inaction involving malfeasance (“no-fault”) is alleged. Upon
termination in either case, all Company property and credit cards in the possession and control of Van Voorhis must be returned to the
Company.


 


2.
Malfeasance Termination for Cause – Class 1. In the event the employment of Van Voorhis is terminated for Class 1 cause,
then, all compensation, including salary, stock options, bonuses, deferred compensation, and benefits will cease immediately. Termination
for Class 1 cause includes, but is not limited to, the following conduct:


 


	 	(a)
    	Breach
    of any restrictive covenant contained herein against competition or disclosure    of trade secrets;
	 	(b)
    	Continued
    failure and refusal to carry out the duties and responsibilities of office under this Agreement within a reasonable time following
    written notice from the Board of Directors requiring the subject performance;
	 	(c)
    	Failure
    to cure a material breach of this Agreement within ten (10) days after receiving written notice from the Board of Directors to cure
    such breach;
	 	(d)
    	Failure
    to cease conduct unbecoming an officer of the Company after the receipt of   written notice from the Board of Directors
    to cease such conduct.
	 	(e)
    	Commission
    of a felony.


 




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3.
No-Fault Termination – Class 2


 


	 	(a)
    	Simple
    Termination. In the event of a Class 2 (no fault) termination of Van Voorhis as the result of a decision by the Board of Directors
    or by that of a future owner in the event of a “Change-in-Control” to terminate his employment or termination because
    the Company ceases doing business for any reason whatsoever, Van Voorhis shall be entitled to the amount of his salary for the entire
    remainder of the then existing term of this Agreement.


 


For
purposes hereof, a “Change-in-Control” shall mean (i) a transaction or series of related transactions in which any “person”
or “group” becomes the owner or beneficial owner, directly or indirectly, of more than 50% of the outstanding voting securities
of the Company, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions
in which the holders of the voting securities of the Company immediately prior to such transaction retain at least a majority of the
total voting power immediately after such transaction or (iii) a sale, lease or other disposition of all or substantially all of the
assets of the Company.


 


	 	(b)
    	Resignation.
    In the event that Van Voorhis resigns his role with the Company, then, unless a different compensation is otherwise mutually
    agreed upon in writing between the parties, Van Voorhis will be entitled to one (1) month’s salary following his notice of
    resignation which precludes claims for full renumeration for the remainder of the Agreement. All rights to stock options, bonuses
    or deferred compensation not granted or vested shall be relinquished by Van Voorhis upon his giving such notice of his resignation.
	 	 	 
	 	(c)
    	Death
    or Disability. In the event Van Voorhis’ employment is terminated by death or   upon medical certification of
    total disability (“disability”), then the following will   apply as the case may be:


 


	 	 	(i)
    	In
    the event of Van Voorhis’ death, the Company shall pay to Van Voorhis’ designated beneficiary an amount equal to Van
    Voorhis’ salary for a six (6) month period next following his death. As of this date of this Agreement, Van Voorhis’
    designated beneficiary is his wife, Bonita Van Voorhis.
	 	 	 	 
	 	 	(ii)
    	In
    the Event of Van Voorhis’ disability, the Company shall pay to Van Voorhis an amount equal to Van Voorhis’ salary for
    a six (6) month period following medical notice to the Company of disability.


 




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IX.
RESTRICTIVE COVENANTS


 


	 	1.
    	Confidential
    information. Van Voorhis covenants not to disclose the following specified confidential information to competitors or to others
    outside of the scope of reasonably prudent business disclosure, at any time during or after the termination of his employment by
    the Company.


 


	 	a)
    	Customers
    lists, contracts, and other sales & marketing information;
	 	 	 
	 	b)
    	Financial
    information, cost data;
	 	 	 
	 	c)
    	Formulas,
    trade secrets, processes, and theme park devices;
	 	 	 
	 	d)
    	Supply
    sources & contracts;
	 	 	 
	 	e)
    	New
    and/or potential Business opportunities.
	 	 	 
	 	f)
    	Proprietary
    plans, procedures, models, and other proprietary information


 


	 	2.
    	Affirmative
    Duty to Disclose. Van Voorhis shall promptly communicate and disclose to the Company all observations made, information received,
    and data maintained relating to the business of the Company obtained by him as a consequence of his employment. All written material,
    possessed during his employment with the Company concerning business affairs of the Company or any of its affiliates, are the sole
    property of the Company and its affiliates, and Van Voorhis is obligated to make reasonably prompt disclosures of such information
    and documents to the Company, and, further, upon termination of this Agreement, or upon request of the Company, Van Voorhis shall
    promptly deliver the same to the Company or its affiliates, and shall not retain any copies of same.
	 	 	 
	 	3.
    	Covenant
    Not to Compete. For a period of one (1) year following the termination of his employment with the Company, Van Voorhis shall
    not work, directly or indirectly, for a competitor of the Company, nor shall he himself establish a competitive business. This restrictive
    covenant shall be limited to businesses that compete in the theme park business in market areas within 100 miles of Company parks
    or which the Company has designated for acquisition, for a period of one (1) year following the termination of his employment with
    the Company.
	 	 	 
	 	4.
    	Material
    Harm Upon Breach. The parties acknowledge the unique and secret nature of the Company’s procedures for acquisition of theme
    parks and related businesses and of related proprietary information, and that material irreparable harm occurs to the Company if
    these restrictive covenants are breached. Further, the parties hereto acknowledge and agree that injunctive relief is not an exclusive
    remedy and that an election on the part of the Company to obtain an injunction does not preclude other remedies available to the
    Company.
	 	 	 
	 	5.
    	Arbitration.
    Any controversy, claim, or matter in dispute occurring between these parties and arising out of or relating to this Agreement
    shall he submitted by either or both of the parities to arbitration administered by the American Arbitration Association or its successor
    and said arbitration shall be final, absolute and non-appealable. The Commercial Arbitration Rules of the American Arbitration Association
    shall apply subject to the following modifications:


 


a.
The venue for said arbitration shall be LaGrange, Georgia, and the laws of the State of Georgia relating to arbitration shall apply to
said arbitration.


 


b.
The decision of the arbitration panel may be entered as a judgment in any court of general jurisdiction in any state of the United States
or elsewhere.


 




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X.
NOTICE


 


Except
as otherwise provided herein, all notices required by this Agreement as well as any other notice to any party hereto shall be given by
certified mail (or equivalent), to the respective parties as required under this Agreement or otherwise, to the following addresses indicated
below or to any change of address given by a party to the others pursuant to the written notice,


 


	 	COMPANY:
    	Parks!
    America, Inc.
	 	 	P.O.
    Box 1197
	 	 	Pine
    Mountain, Georgia 31822
	 	 	 
	 	VAN
    VOORHIS: 	Dale
    Van Voorhis
	 	 	5684
    Pioneer Trail
	 	 	Hiram,
    Ohio 44234


 


XI.
GENERAL PROVISIONS


 


1.
Entire Agreement. This Agreement constitutes and is the entire Agreement of the parities and supersedes all other prior understandings
and/or Agreements between the parties regarding the matters herein contained, whether verbal or written.


 


2.
Amendments. This Agreement may be amended only in writing signed by both parties.


 


3.
Assignment. No party of this Agreement shall be entitled to assign his or its interest herein without the prior written approval
of the other party.


 


4.
Execution of Other Documents. Each of the parties agrees to execute any other documents reasonably required to fully perform the
intentions of this Agreement.


 


5.
Binding Effect. This Agreement shall inure to and be binding upon the parties hereto, their agents, employees, heirs, personal
representatives, successors and assigns.


 


6.
No Waiver of Future Breach. The failure of one party to insist upon strict performance or observation of this Agreement shall
not be a waiver of any future breach or of any terms or conditions of this Agreement.


 


7.
Execution of Multiple Originals. Two (2) original counterparts of this Agreement shall be executed by these parties. This Agreement
may be executed by FAX or scanned signature, with such signatures treated as original signatures.


 


8.
Applicable Law. This Employment Agreement shall be governed by, and construed, in accordance with the applicable laws of the State
of Georgia.


 




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WHEREFORE,
this Agreement is hereby executed and made effective the day and year written on the signature page.


 


	 	PARKS!
AMERICA, INC.
	 	 	 
	 	By:
	/s/ Jeffery
    Lococo
	 	 	Jeffery
    Lococo, Director
	 	 	 
	 	 	/s/ Dale
    Van Voorhis
	 	 	Dale
    Van Voorhis
	 	 	 
	 	Date:	May
    27, 2022


 




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SCHEDULE
‘A’


Roles
& Responsibilities / Job Description for Dale Van Voorhis


 


Mr.
Van Voorhis will be employed in one or more of the following roles during the term of this Agreement.


 


	●	Chairman
    of the Board
	 	 
	●
    	Strategic
    Growth Committee Member
	 	 
	●
    	Audit
    Committee Member
	 	 
	●
    	Special
    Advisor to the Chief Executive Officer


 


His
work will include:


 


	●	Deploying
    “best efforts” in all activities in support of the Company.
	 	 
	●
    	Offering
    advisory & onboarding services to the new/interim Chief Executive Officer.
	 	 
	●
    	Transitioning
    all “institutional” knowledge, know-how, insights, procedures, and related Company intellectual property to the new/interim
    CEO.
	 	 
	●
    	Making
    introductions to appropriate Company personnel, key banking contacts, shareholders, Board members, vendors, agencies, legal counsel,
    and related contacts.
	 	 
	●
    	Working
    in concert with the CEO and CFO to ensure continuity with the company’s primary banking relationships, including advising on
    current and potential future bank relationships.
	 	 
	●
    	Providing
    work product as assigned by the new/interim CEO.
	 	 
	●	Collaborating
    with CEO on business analysis, evaluation, and initiative deployment.
	 	 
	●
    	Organizing/Overseeing
    the work/functioning of the Board of Directors as Chairman.
	 	 
	●
    	Serving
    as a Board Member on the new Strategic Growth Committee – including helping define the charter, identify/evaluate potential
    acquisitions, etc.
	 	 
	●
    	Serving as a Board Member on the Audit Committee – including providing input to Company financial reporting, filings, budgets,
    & audit responsibilities.


 




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