Exhibit 10.3


 


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 Bryan Hamper, an individual and resident of the State of Maryland
(“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; Stock Options. 


 


(a)         Executive
will receive a salary during the Term of one hundred thousand
dollars ($100,000) 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.


 




     


     


    

 


(c)          In
addition to the compensation provided in Section 4(a) and 4(b), respectively, Executive will be entitled to receive
from Alliance (i) on the date hereof, a cash signing bonus in the amount of $100,000 and (ii) promptly following the execution
and delivery of this Agreement by both parties, 26,738 shares of Common Stock, represented by a duly executed stock certificate
registered in the name of the Executive or his nominee. Executive acknowledges and agrees that the restrictions on transfer set
forth in Section 3.2 of the Warrant (as defined below) shall apply to the shares of Common Stock received by Executive pursuant
to this Section 4(c) to the same extent as such restrictions apply to the shares of Common Stock issuable under the Warrant.


 


(d)          Promptly
following the execution and delivery of this Agreement by both parties, Alliance shall deliver to Executive a Warrant, dated the
date hereof (the “Warrant”), to purchase up to a number of shares of common stock of Alliance equal to $350,000
divided by the Share Price (as defined below). The Warrant shall have a term of three years from the date of the Warrant, shall
be fully vested as of such date and shall have an exercise price equal to the Share Price. For purposes hereof, “Share
Price” means the trailing 20-day average closing price for the common stock of Alliance on the Nasdaq Capital Market
as of the day prior to the first day of the Initial Term.


 


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.


 




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(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.


 


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.



 




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


 


(i)          “Cause”
means:


 


(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.


 




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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. 


 


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.
	 	310 Hook Road
	 	Westminster MD 21157
	 	Attention: Bryan Hamper
	 	Phone: (443) 398-0951
	 	Email: hamper@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.


 




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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.


 


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/ Bryan Hamper 	 
	 	Bryan Hamper	 


 




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