Exhibit 10.2


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”),
is entered into and effective January 4, 2017, by and between ALLIANCE MMA, INC., a Delaware
corporation (“Alliance”), and Brian
Butler-Au, an individual and resident of the Commonwealth of Virginia (“Executive”).


 


In consideration of the
mutual covenants and undertakings herein contained, the parties, each intending to be legally bound, agree as follows:


 


1.          Employment.
Upon the terms and subject to the conditions set forth in this Agreement, Alliance agrees to employ Executive as Managing Director,
Fighter Management of SuckerPunch, reporting to the Chief Executive Officer of Alliance, and Executive accepts such employment.


 


2.          Duties.
Executive agrees to perform such duties as are commensurate with his position, including the oversight and management of the day-to-day
operations of SuckerPunch (the “Business”). Executive will devote such time and efforts to the Business
as are sufficient to conduct the Business as conducted immediately prior to the date of this Agreement, and will not engage in
other business activities without Alliance’s prior written consent. Nothing herein will prevent Executive from engaging in
investment activities unrelated to the Business for his own account. In performing his duties hereunder, Executive shall report
to Alliance’s Chief Executive Officer.


 


3.          Term.
The term of this Agreement (the “Term”) will begin on the date hereof and will expire on the two-year anniversary
of such date (the “Initial Term”). After the Initial Term, the Term will renew for renewal periods of one year
each unless either party gives the other written notice of intent not to renew at least sixty (60) days prior to the last day of
the existing term. The parties hereto agree that, upon the expiration of the Term, Executive’s employment with Alliance will
terminate and Executive will not be entitled to any further compensation, except as otherwise expressly provided in this Agreement.
Alliance will be under no obligation whatsoever to renew or continue the employment of Executive beyond the Term.


 


4.          Salary;
Bonus.


 


(a)        
Executive will receive a salary during the Term of one hundred twenty thousand dollars ($120,000) per year (“Base
Compensation”), prorated for partial years, payable at regular intervals in accordance with Alliance’s normal
payroll practices in effect from time to time. Alliance’s Board of Directors will review Base Compensation annually and
will consider merit-based increases to Base Compensation in its sole discretion.


 


(b)         In
addition to the compensation provided in Section 4(a) above, Executive will be entitled to receive a bonus equal to two
percent (2%) of the gross revenues received by Alliance and/or SuckerPunch during the Term from SuckerPunch sponsorship arrangements
and fighter contracts, whether presently existing or entered into after the date hereof. Such bonus shall be paid within sixty
(60) days of the end of the year in which such revenue is received. For purposes hereof, “gross revenues received”
shall mean, (A) with respect to a sponsorship arrangement, the aggregate amount of expenditures made by a sponsor under such arrangement,
and from which the fees of Alliance/SuckerPunch are calculated and deducted or paid and (B) with respect to a fighter contract,
the aggregate amount earned by a fighter before deduction for the fees of Alliance/SuckerPunch under the terms of that contract.


 




     


     


    

  


5.          Benefit
Programs.


 


(a) During the Term, Executive
will be entitled to participate in the following benefit programs (the “Benefit Programs”) on the terms set
forth below:


 


(i)          health
and dental insurance pursuant to Alliance’s current or future plans and policies (premiums for single coverage to be paid
by Alliance – additional coverage to be paid by Executive);


 


(ii)          participation in the Alliance
401(k) plan with an Alliance match of Executive’s contribution on a dollar-for-dollar basis for the first 3% of Executive’s
Base Compensation; and


 


(iii)          participation in any other
benefit plan provided to all employees of Alliance in accordance with the terms of such plans.


 


Executive acknowledges
that the terms of the Benefit Programs are subject to change.


 


(b) During the Term, Alliance
will provide Executive with an Alliance-owned or leased computer, and printer and supplies, for Executive’s use on behalf
of Alliance.


 


(c) During the Term, Alliance
will provide Executive with a mobile phone and either pay directly or reimburse Executive for the cost of a reasonable plan for
Executive’s use on behalf of Alliance.


 


(d) The items provided
to Executive pursuant paragraphs (b) and (c) will be returned by Executive to Alliance immediately upon the effective date of the
expiration or termination of this Agreement.


 


(e) During the Term, Alliance
will or will cause SuckerPunch (i) to maintain the registration of the automobile owned by SuckerPunch and driven by Executive
immediately prior to the acquisition of SuckerPunch by Alliance (the “Automobile”), (ii) to provide the Automobile
to Executive for his exclusive use and (iii) to continuing paying (a) the regularly scheduled payments that become due during the
Term on the loan for the Automobile (the “Loan”), and (b) all insurance premiums with respect to the Automobile
that become due during the Term. All loan payments, insurance premiums, registration and other costs incurred by Alliance/SuckerPunch
with respect to the Automobile (“Automobile Expenses”) shall be set off and netted against the compensation
earned by Executive pursuant to the salary and bonus, if any, described in Section 4 above. Promptly following the expiration
or termination of this Agreement, Executive shall return the Automobile to Alliance/SuckerPunch or shall purchase the Automobile
for a purchase price equal to the payoff amount of the Loan plus all Automobile Expenses incurred by Alliance/SuckerPunch and not
set off and netted against Executive’s compensation (the “Purchase Price”). Executive will have at all
times during the Term the right to purchase the Automobile for the Purchase Price in effect at the time of such purchase. Upon
payment of the Purchase Price in full, Alliance/SuckerPunch shall transfer title of the Automobile to Executive.


 




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6.          General
Policies.


 


(a) During the Term, Alliance
will reimburse Executive for all reasonable business expenses incurred by Executive in performing his duties under this Agreement
in accordance with Alliance expense-reimbursement policies, including the submission to Alliance of written vouchers and statements
for reimbursement.


 


(b)          During
the Term, Executive will be entitled to three weeks of paid vacation each year, which he will utilize at such times when his absence
will not materially impair Alliance’s normal business functions. Unused vacation time will not be carried forward to future
years or paid as cash compensation.


 


(c)          All
other matters relating to the employment of Executive by Alliance not specifically addressed in this Agreement will be subject
to the policies applicable generally to employees of Alliance and in effect from time to time.


 


7.          Termination
of Employment.


 


(a)         Subject to the respective continuing
obligations of the parties, including but not limited to those set forth in this Section 7 and Section 8 hereof,
either Executive or Alliance may terminate this Agreement and Executive’s employment hereunder prior to the expiration of
the Term by delivering to the other party written notice of termination specifying the effective date of such termination (the
“Date of Termination”).


 


(b)        In the event of termination of
Executive’s employment pursuant to (i) the expiration of the Term, (ii) the death or Disability (as defined below) of Executive,
(iii) termination by Executive without Good Reason, or (iv) termination by Alliance with Cause (as defined below), all compensation
(including Base Compensation) will cease, and Executive will no longer be eligible to participate in the Benefit Programs (subject
to the plan documents governing the Benefit Plans and applicable law), in each case as of the Date of Termination.


 


(c)          In
the event of termination of Executive’s employment by Alliance without Cause or by Executive for Good Reason, Base Compensation
will continue to be paid to Executive and Executive will continue to be eligible to participate in the Benefit Programs (subject
to the plan documents governing the Benefit Plans and applicable law), in each case through the last day of the then-existing Term.


 


(d)          The
following terms will have the meanings indicated for purposes of this Agreement:


 


(i)          “Cause”
means:


 




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(A) conviction of, or plea of nolo
contendere to, a felony or crime involving moral turpitude;


 


(B) the commission of an act involving
dishonesty or fraud with respect to Alliance or the Business;


 


(C) conduct which materially damages
the reputation or standing of Alliance;


 


(D) gross negligence or willful misconduct
with respect to the operation of the Business, including the failure to comply with any reasonable requests made by Alliance’s
Chief Executive Officer or Board of Directors;


 


(E) a breach of Section 8 of
this Agreement; or


 


(F) Executive’s failure to
cure a breach of any term of this Agreement (other than Section 8) within thirty (30) days after receipt of written notice
from Alliance specifying the act or omission that constitutes such breach;


 


provided, however, that with respect
to events set forth in clause (D), Executive shall have been given written notice of the act, omission or event constituting such
Cause and shall not have cured such act, omission or event within three (3) Business Days after the giving of such notice.


 


(ii)         “Disability”
means the physical or mental incapacity of Executive for a period of more than ninety (90)
consecutive days, as reasonably determined by Alliance.


 


(iii)        “Good
Reason” means the occurrence, without Executive’s voluntary written consent, of any of the following circumstances:
(A) a material breach by Alliance of any material provision of this Agreement including, but not limited to, failure to pay Base
Compensation or benefits when due; (B) Alliance’s relocation, without Executive’s consent, to a location that is more
than thirty (30) miles from his current residence; or (C) any reduction in the Base Compensation; provided, in each case, that
Executive must provide notice to Alliance of the existence of the condition described above within fifteen (15) days of the initial
existence of the condition, upon the notice of which Alliance shall have thirty (30) days during which it may remedy the condition,
and provided further that the separation of service must occur within fifteen (15) days following the end of the foregoing cure
period.


 


8.          Non-Competition
and Confidentiality Covenants. Executive and Alliance are parties to a Non-Competition and Non-Solicitation Agreement,
dated of even date herewith (the “Non-Competition Agreement”), which is incorporated herein by reference. The
Non-Competition Agreement contains, among other things, covenants of Executive respecting non-competition, non-solicitation and
non-disclosure. Any breach of the Non-Competition Agreement that is not cured as permitted therein shall be deemed a breach of
this Section 8. The Non-Competition Agreement shall survive the termination of this Agreement in accordance with its terms.


 




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9.          Notices.
For purposes of this Agreement, notices and all other communications provided for herein will be in writing and will be deemed
to have been given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:


 


	If to Executive:	Roundtable Creative, Inc.
	 	3801 Barrington Branch Court
	 	Richmond, Virginia 23233
	 	Attention: Brian Butler-Au
	 	Phone: (804) 833-6560
	 	Email: bbutler@suckerpunchent.com
	 	 
	If to Alliance:	Alliance MMA, Inc.
	 	590 Madison Avenue, 21st Floor
	 	New York, New York 10022
	 	Attention: Paul K. Danner, III
	 	Phone:  (212) 739-7825
	 	Fax: (212) 658-9291
	 	 
	 	with copies to:
	 	 
	 	Mazzeo Song P.C.
	 	444 Madison Avenue, 4th Floor
	 	New York, NY 10022
	 	Attention: Robert L. Mazzeo, Esq.
	 	Phone: (212) 599-0310
	 	Fax:  (212) 599-8400
	 	 


 


or to such other address as either party hereto
may have furnished to the other party in writing in accordance herewith, except that notices of change of address will be effective
only upon receipt.


 


10.         Governing
Law. The validity, interpretation, and performance of this Agreement will be governed by the laws of the State of Delaware,
without reference to the choice of law principles or rules thereof.


 


11.         Modification.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is set forth
in a written instrument executed by Alliance and Executive. No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this Agreement to be performed or complied with by such other
party will be deemed a waiver of such condition or provision at any other time, or a waiver of any other provisions or conditions
of this Agreement. No representation, oral or otherwise, express or implied, with respect to the subject matter hereof have been
made by either party which are not set forth expressly in this Agreement.


 




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12.         Validity.
The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or enforceability of any other
provisions of this Agreement, which will remain in full force and effect.


 


13.         Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together
will constitute one and the same agreement.


 


14.         Assignment.
This Agreement is personal in nature and Executive may not assign or transfer this Agreement or any rights or obligations hereunder
to a third party. Alliance may assign this Agreement, and its rights and obligations hereunder, to any of its operating affiliates.


 


15.         Document
Review. Executive hereby acknowledges and agrees that he (i) has read this Agreement in its entirety prior to executing it,
(ii) understands the terms of this Agreement and the effects of such terms, (iii) has consulted with such attorneys, accountants
and financial and other advisers as he has deemed appropriate in connection with the execution and performance of this Agreement,
and (iv) has executed this Agreement voluntarily and knowingly.


 


16.         Entire
Agreement This Agreement, together with the Non-Competition Agreement, constitute the entire agreement between the parties
hereto with respect to the subject matter hereof, superseding all prior or contemporaneous agreements or understandings.


 


[Signature Page Follows]


 




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


 





	ALLIANCE MMA, INC. 	 
	 	 
	By:	/s/ Paul K. Danner, III	 
	 	Paul K. Danner, III	 
	 	Chairman and CEO	 
	 	 
	 	/s/ Brian Butler-Au	 
	 	Brian Butler-Au	 







 




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