EXHIBIT 10.3


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(“Agreement”) is entered into as of the 24th day of May, 2022 between REX RADIO AND TELEVISION, INC.,
an Ohio corporation (the “Corporation”), and STUART A. ROSE (the “Employee”), under
the following circumstances:


 


Recitals


 


A. The Corporation
and Employee entered into that certain Employment Agreement dated June 2, 2015 (“Initial Agreement”), as amended
by the First Amendment to Employment Agreement dated April 11, 2017 (“First Amendment”), as further amended
by the Second Amendment to Employment Agreement dated March 27, 2018 (“Second Amendment”, and together with
the Initial Agreement and First Amendment, the “Original Employment Agreement”);


 


B. The Corporation
and Employee desire to continue their employment relationship;


 


C. The Corporation
and Employee agree that entering into a new employment agreement is in their best interest, and desire for this Agreement to supersede
the Original Employment Agreement pursuant to the terms herein.


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants contained herein, the parties agree as follow:


 


ARTICLE I – DUTIES OF EMPLOYEE


 


1.1 Duties
of Employee. Employee shall be employed as Executive Chairman of the Board of the Corporation and Head of Corporate Development
for the period set forth in Article II below. Employee shall be subject to the supervision of the Board of Directors of the Corporation
and shall perform those managerial, executive, operational and administrative duties normally performed by such officer of a corporation.


 


1.2 Engaging
in Other Employment. Employee shall devote a substantial portion of his business time, energies, attention and abilities to
the business of the Corporation; provided, however, Employee shall not be prohibited from: (i) making investments in other
businesses; (ii) participating as a Director/Manager role in such business within which he has invested; and/or (iii) serving as
an independent director for any business, with full right to retain any fees or incentive grants related to such directorship.


 


1.3 Additional
Duties. In addition to the foregoing duties, Employee shall perform such other work as may be assigned to him from time to
time, subject to the instructions, directions and control of the Board of Directors.



    	 



    	



    


ARTICLE II – TERM OF EMPLOYMENT


 


2.1 Term.
The Corporation shall employ Employee commencing as of the 1st day of February, 2022, and for a period of one (1) year
through January 31, 2023. (the “Employment Period”) and any renewal period provided for in Section 2.2 below
unless earlier terminated by Employee’s: (i) resignation; (ii) death; (iii) total disability; or (iv) termination of employment,
as provided in Article VI. “Total Disability” shall mean such disability as shall render Employee incapable
of performing substantially all of his duties for the Corporation as determined by a qualified physician chosen by the Corporation.
Each twelve month period ending on January 31 during the Employment Period or any period of renewal provided for in Section 2.2
below shall be referred to as a “Performance Period.”


 


2.2 Renewal
Term. The terms and conditions of this Employment Agreement shall automatically renew, without any further action by either
party required, upon the expiration of the Employment Period and any period of renewal for subsequent one (1) year periods unless:
(i) notice of termination is provided to the other party at least one hundred eighty (180) days prior to the expiration of the
Employment Period or any period of renewal; or (ii) this Employment Agreement is otherwise terminated pursuant to Article VI.


 


ARTICLE III - COMPENSATION AND EXPENSES


 


3.1 Compensation.
Employee shall receive as compensation for services rendered under this Agreement a base salary of Two Hundred Twenty-Five Thousand
Dollars and Zero Cents ($225,000.00) per year, payable in equal bi-monthly installments of Nine Thousand Three Hundred Seventy-Five
Dollars and Zero Cents ($9,375.00) per month on the 15th and last working day of each month (or such more frequent dates
as the Corporation may choose), and prorated for any partial monthly period.


 


3.2 Expenses.
Employee is authorized to incur reasonable expenses in connection with the performance of his duties for the Corporation, including
expenses for entertainment of customers, travel, and similar business purposes. The Corporation will reimburse Employee for all
such expenses upon the presentation of an itemized account of such expenditures and approval of the expenditures by a designated
officer. In incurring reasonable business expenses, Employee shall conform to the policies of the Corporation as adopted by the
Board of Directors from time to time.


 


ARTICLE IV - EMPLOYEE BENEFITS AND BONUSES


 


4.1 Employee
Benefit Plans. Employee shall be entitled to participate in any qualified profit-sharing/401k plan, medical and dental reimbursement
plan, group term life insurance plan, and any other employee benefit plan which may be established by the Corporation, such participation
to be in accordance with the terms of any such plan.



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4.2 Bonus.


 


(a) Bonus. In addition
to Employee’s salary as provided in Section 3.1, Employee shall be entitled to an annual cash and/or incentive plan bonus
computed based upon the earnings of REX American Resources Corporation (“REX”) (the “Bonus”).


 


Effective as of February 1,
2022 (“Effective Date”), for each fiscal year of REX during the Employment Period or any period of renewal, the Employee’s
Bonus shall be equal to 2.5% of the amount equal to:


 


(i) 133% of “Net Income
Attributable to REX Common Shareholders” (after tax); plus


(ii) add back of incentive
and stock compensation expense.


 


The Bonus shall be paid seventy-five
percent (75%) in cash when determined and twenty-five percent (25%) in an award of Restricted Stock based on the then closing price
of REX common stock as of June 15 of such year vesting in one-third installments on the first three anniversaries of the grant.
The Bonus has been based upon current corporate income tax rates in effect in calendar year 2022, with the understanding that if
tax rates change during the Term hereof, the Bonus base calculation will be adjusted accordingly. Notwithstanding anything to the
contrary herein contained: (i) any losses incurred by the Company related to the proposed Carbon Sequestration project, or any
other new investment in an operating entity, for the period through the second year after commencement of operations, will not
reduce the Bonus base calculation; and (ii) if there is a pre-tax loss in one or more fiscal years, fifty (50) percent of the pre-tax
loss would need to be recouped in its entirety before a bonus could be paid in future years.


 


(b) Bonus Limitation.
Notwithstanding Sections 4.2(a), Employee shall in no event receive a total bonus exceeding Two Million Five Hundred Thousand Dollars
and Zero Cents ($2,500,000.00) in any fiscal year. Subject to Sections 6.3 and 6.7 below, the Corporation shall pay the Bonus to
Employee during the calendar year in which the Performance Period ends.


 


4.3 Vacation. Employee
shall be entitled to six (6) weeks of vacation during each 12-month period of the Employment Period or any period of renewal at
full pay; provided, however, that any portion of a vacation not taken in any 12-month period may be taken in the subsequent 12-month
period. The time for such vacation shall be selected by Employee. Employee shall not be entitled to vacation pay in lieu of vacation.


 


ARTICLE V - NONDISCLOSURE AND NONCOMPETITION


 


5.1 Confidential Information.
Employee agrees to keep secret and confidential the Confidential Information (as defined below) and shall not use or disclose such
information, either during or after his employment with the Corporation, for any purpose not authorized by the Corporation. Upon
termination of his employment with the Corporation, Employee shall leave with the Corporation all records, including all copies
thereof, containing any Confidential



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Information, including, but not limited to, such
documents as memoranda, notes, records, reports, customer lists, manuals, drawings, blueprints and maps, computer drives, all computer
records and e-mail records. “Confidential Information” means information about the Corporation and any of its
subsidiaries which is disclosed to Employee or known by him as a consequence of or through his work with or on behalf of the Corporation
(including information conceived, originated, discovered, or developed by him) not generally known about the Corporation, including,
but not limited to, matters of a technical nature, such as “know-how,” innovations, research projects, methods, and
matters of a business nature, such as information about costs, profits, markets, sales, lists of customers, suppliers, business
processes, computer programs, accounting methods, information systems, business or marketing, financial plans and reports and any
other information of a similar nature.


 


5.2 Restrictions on
Competition. During the term of this Agreement and for a period of one (1) year after termination of Employee’s employment
with the Corporation, for any reason, Employee shall not directly or indirectly, either as an employee, employer, consultant, agent,
principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or
participate in any business that is in competition in any manner whatsoever with the business of the Corporation within fifty (50)
miles of any location operated by the Corporation or its affiliates at the time of Employee’s termination.


 


5.3 Saving. In the
event any provision of this Article V shall be held invalid, illegal, or unenforceable, the remaining provisions shall in no way
be affected thereby, and shall continue in full force and effect. If, moreover, any one or more of the provisions contained in
this Article V shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject,
it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as
it shall then appear.


 


ARTICLE VI - TERMINATION


 


6.1 Termination of Employment
For Cause. The Corporation may at any time terminate Employee’s employment “For Cause.” Such termination
of employment For Cause shall not prejudice any other remedy to which the Corporation may be entitled either at law, in equity,
or under this Agreement. Termination of employment “For Cause” shall mean termination upon: (i) Employee’s
repeated failure or refusal to perform his duties hereunder faithfully, diligently, competently and to the best of his ability
for reasons other than Total Disability; (ii) Employee’s violation of any material provision of this Agreement; or (iii)
Employee’s clear and intentional violation of a state or federal law of which he is aware or should have been aware: (a)
involving the commission of a felonious crime against the Corporation which has a materially adverse effect upon the Corporation;
or (b) involving a felony other than against the Corporation having a materially adverse effect upon the Corporation, as determined
in either case in the reasonable judgment of the Board of Directors.


 


6.2 Termination by Either
Party. This Agreement may be terminated by either party with or without cause upon one hundred eighty (180) days’ notice.



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6.3 Effect of Termination
of Employment Without Cause. In the event the Corporation terminates Employee’s employment other than: (a) “For
Cause” (as defined in Section 6.1); or (b) due to death or Total Disability as provided in Section 2.1, the Corporation shall
pay Employee, in full satisfaction and complete discharge of all obligations and liabilities of the Corporation to Employee under
this Agreement or otherwise: (i) the balance of his compensation under Section 3.1 for the remainder of the Employment Period,
payable no less frequently than bi-monthly; plus (ii) a Cash Bonus payment equal to two hundred percent (200%) of the total Bonus
paid to Employee for the Corporation’s prior fiscal year, but in no event less than One Million Dollars and Zero Cents ($1,000,000.00),
or more than Three Million Dollars and Zero Cents ($3,000,000.00), without reference to the Bonus Limitation set forth in Section
4.2(b) hereof; plus (iii) pursuant to any incentive plan maintained by the Corporation, Employee shall have the right, during such
reasonable period of time established by the Compensation Committee, to exercise any awards held by Employee, in whole or in part,
whether or not such award was otherwise exercisable at that time, and without regard to any vesting or other limitation on exercise
imposed pursuant to such plan.


 


6.4 Effect of Termination
For Cause on Compensation. In the event this Agreement is terminated prior to the completion of the Employment Period or any
period of renewal For Cause, Employee shall be entitled to: (i) the compensation earned by him pursuant to Section 3.1 prior to
the date of termination as provided for in this Agreement computed pro rata up to and including that date; and (ii) all Bonus payments
pursuant to Section 4.2 calculated on a pro rata basis based upon Employee’s actual date of termination, and Employee shall
automatically and completely forfeit any additional rights which could be alleged under any bonus plan established by the Corporation,
Employee shall be paid his pro rata Bonus payments during the calendar year in which the Performance Period that includes the date
of termination ends.


 


6.5 Effect of Death
or Disability. In the event of the death or Total Disability of Employee during the Employment Period, Employee, or his Estate,
shall be entitled to: (i) compensation earned by him pursuant to Section 3.1 hereof prior to the date of death or termination for
Total Disability, computed pro rata up to and including that date; plus (ii) a pro rata portion of the Bonus payments pursuant
to Section 4.2, for the year of Employee’s death or Total Disability based upon Employee’s actual date of termination.
Employee shall be paid his pro rata Bonus payment during the calendar year in which the Performance Period that include the date
of termination ends; plus (iii) pursuant to any incentive plan maintained by the Corporation, Employee shall have the right during
such reasonable period of time established by the Compensation Committee, to exercise any awards held by the Employee in whole
or in part, whether or not such award was otherwise exercisable at that time, and without regard to any vesting or other limitation
on exercise imposed pursuant to such plan.


 


6.6   Effect
of Voluntary Termination by Employee. In the event of the voluntary termination by Employee, pursuant to Section 6.2 hereof,
Employee shall be entitled to: (i) compensation earned by him pursuant to Section 3.1 hereof prior to the date of termination,
computed pro rata up to and including that date; plus (ii) a pro rata portion of the Bonus payment pursuant to Section 4.2, for
the year of Employee’s voluntary termination based upon Employee’s actual date of termination. Employee shall be paid
his pro rata Bonus payment



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during the calendar year in which the Performance
Period that includes the date of termination ends.


 


If Employee terminates his/her
employment voluntarily, after having obtained twenty (20) years of service with the Corporation and attained age fifty-five (55),
pursuant to any incentive plan maintained by the Corporation Employee shall have the right, during such reasonable period of time
established by the Compensation Committee, to exercise any awards held by the Employee in whole or in part, whether or not such
award was otherwise exercisable at that time, and without regard to any vesting or other limitation on exercise imposed pursuant
to such plan.


 


6.7 Effect of Change
In Control.


 


(a) For purposes of this
Agreement, “Change in Control” means a change in control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, provided that, without limitation,
such a change in control shall include and be deemed to occur upon any of the following events:


 


(i) Any “person”
(as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, but excluding any person described in and satisfying
the conditions of Rule 13d-l(b)(1) thereunder), other than the Corporation, its subsidiaries or any employee benefit plan of the
Corporation or any of its subsidiaries, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting
power of the Corporation’s then outstanding securities;


 


(ii) The “Incumbent
Directors” cease to constitute at least a majority of the Board of Directors. For purposes hereof, “Incumbent Directors”
means the members of the Board of Directors at the effective date of this Agreement and the persons elected or nominated for election
as their successors or pursuant to increases in the size of the Board of Directors by a vote of at least two-thirds of the Board
members then still in office (or successors or additional members so elected or nominated);


 


(iii) The shareholders
of the Corporation approve a merger, combination, consolidation, recapitalization or other reorganization of the Corporation with
one or more other entities that are not subsidiaries and, as a result of the transaction, less than 50% of the outstanding voting
securities of the surviving or resulting corporation shall immediately after the event be owned in the aggregate by the stockholders
of the Corporation (directly or indirectly), determined on the basis of record ownership as of the date of determination of holders
entitled to vote on the action (or in the absence of a vote, the day immediately prior to the event); or


 


(iv) The shareholders
of the Corporation approve a plan of liquidation and dissolution or the sale or transfer of substantially all of the Corporation’s
business and/or assets as an entirety to an entity that is not a subsidiary.



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Notwithstanding the foregoing, no Change in Control
shall be deemed to have occurred if, prior to such time as a Change in Control would otherwise be deemed to have occurred, the
Board of Directors determines otherwise.


 


(b) In the event Employee
terminates his employment for “Good Reason” (as defined below) within twelve (12) months following a Change in Control
of the Corporation, the Corporation shall pay Employee, in full satisfaction and complete discharge of all obligations and liabilities
of the Corporation to Employee under this Agreement or otherwise: (i) the balance of his compensation under Section 3.1 for the
remainder of the Employment Period, payable no less frequently than bi-monthly; plus (ii) a Cash Bonus payment equal to two hundred
percent (200%) of the total Bonus paid to Employee for the Corporation’s prior fiscal year, but in no event no less than
One Million Dollars and Zero Cents ($1,000,000.00), or more than Three Million Dollars and Zero Cents ($3,000,000.00), without
reference to the Bonus Limitation set forth in Section 4.2(b) hereof; plus (iii) pursuant to any incentive plan maintained by the
Corporation, Employee shall have the right, during such reasonable period of time established by the Compensation Committee, to
exercise any awards held by the Employee in whole or in part, whether or not such award was otherwise exercisable at that time,
and without regard to any vesting or other limitation on exercise imposed pursuant to such plan.


 


For purposes of this Agreement,
“Good Reason” means (i) a reduction in Employee’s salary or bonus opportunity set forth in this Agreement,
(ii) a significant diminution in Employee’s position, reporting relationships, authority, duties or responsibilities, (iii)
relocation of Employee’s place of work outside of the Dayton, Ohio metropolitan area, (iv) a breach by the Corporation of
this Agreement or (v) failure of the Corporation to assign this Agreement to a successor upon a Change in Control.


 


ARTICLE VII - WAIVER OF BREACH


 


7.1 Effect of Waiver.
Waiver by the Corporation of any condition, or of the breach of Employee of any term or covenant contained in this Agreement, whether
by conduct or otherwise, in any one or more instances shall not be deemed to be or construed as a further or continuing waiver
of any such condition or to be a waiver either of any other condition or of the breach of any other term or covenant of this Agreement.
The failure of the Corporation at any time or times to require performance of any provision hereof shall in no manner affect its
rights at a later time to require the same.


 


ARTICLE VIII - MISCELLANEOUS


 


8.1 Notices. All
notices and other communications by any party hereto shall be made in writing to the other party and shall be deemed to have been
duly given when mailed by United States certified mail, with postage prepaid, addressed as the parties hereto may designate from
time to time in writing.


 


8.2 Entire Agreement.
This Agreement constitutes the entire agreement between the Corporation and the Employee, and supersedes all prior or contemporaneous
agreements,



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representations, negotiations and understandings
of the parties hereto, oral or written, including, without limitation, the Original Employment Agreement.


 


8.3 Assignability.
Neither this Agreement, nor any duties or obligations hereunder shall be assignable by Employee without the prior written consent
of the Chief Executive Officer or Board of Directors of the Corporation.


 


8.4 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators,
successors and assigns.


 


8.5 Captions. The
captions in this Agreement are inserted for convenience only and shall not be considered part of or affect the construction or
interpretation of any provision of this Agreement.


 


8.6 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.


 


8.7 Parent Entity.
References in this Agreement to the Corporation shall include REX, the ultimate parent entity of the Corporation, as the context
or circumstance requires to give effect to the purpose and intent of this Agreement.


 


8.8 Original Employment
Agreement. The Corporation and Employee hereby consent and agree that the Original Employment Agreement shall terminate upon
the full execution of this Agreement.


 


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page intentionally left blank, signature page follows]



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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date first set forth above.


 


	 	REX RADIO AND TELEVISION, INC.,
	 	an Ohio corporation,

 

	 	By: 	/s/ Zafar A. Rizvi                            	 
	 	 	Zafar A. Rizvi	 
	 	 	Chief Executive Officer and President


 

	 	EMPLOYEE


 

	 	/s/ Stuart A. Rose                                 
	 	Stuart A. Rose




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