Exhibit
10.3


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (the “Agreement”), is effective as of July 1, 2021, by and between RCI HOSPITALITY HOLDINGS, INC.,
a Texas corporation (the “Company”), and TRAVIS REESE (the “Executive”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Company desires to employ Executive as provided herein, and Executive desires to accept such employment; and


 


NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1. Employment. Company
hereby employs Executive and Executive hereby accepts employment with Company upon the terms and conditions hereinafter set
forth.


 


2. Duties. Subject
to the power of the Board of Directors of Company to elect and remove officers, Executive will serve the Company as its Executive
Vice President and Corporate Secretary and will faithfully and diligently perform the services and functions relating to such office
or otherwise reasonably incident to such office, provided that all such services and functions will be reasonable and within
Executive’s area of expertise. Executive will, during the term of this Agreement (or any extension thereof), devote his full
business time, attention and skills and best efforts to the promotion of the business of Company. The foregoing will not be
construed as preventing Executive from making investments in other businesses or enterprises provided that (a) Executive agrees not
to become engaged in any other business activity that interferes with his ability to discharge his duties and responsibilities to
the Company and (b) Executive does not violate any other provision of this Agreement.


 


3. Term. Subject
to the terms and conditions hereof, the term of employment of Executive will commence on July 1, 2021 (the “Commencement
Date”) and will end on June 30, 2023, unless earlier terminated by either party pursuant to the terms hereof. The term of this
Agreement is referred to herein as the “Term.”


 


 4. Compensation and Benefits During the Employment Term.




 


		(a)	Salary.
                                            Commencing upon the Commencement Date, Executive will be paid an annual base salary of $420,000
                                            for the entire Term, payable bi-weekly (the “Salary”). At any time and from time
                                            to time the Salary may be increased for the remaining portion of the Term if so determined
                                            by the Board of Directors of Company after a review of Executive’s performance of his
                                            duties hereunder.
	 	 	 
		(b)	Bonus.
                                            As further compensation, Executive will be eligible for bonuses as determined from time to
                                            time by the Board of Directors.



 


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Agreement - Page 1


 




    	 	 	 



     


    

 


		(c)	Expenses.
                                            Upon submission of a detailed statement and reasonable documentation, Company will reimburse
                                            Executive in the same manner as other executive officers for all reasonable and necessary
                                            or appropriate out-of-pocket travel and other expenses incurred by Executive in rendering
                                            services required under this Agreement.
	 	 	 
		(d)	Benefits;
                                            Insurance.



 


		(i)	Medical,
                                            Dental and Vision Benefits. During the Term, Executive and his dependents will be entitled
                                            to receive such group medical, dental and vision benefits as Company may provide to its other
                                            executives, provided such coverage is reasonably available, or be reimbursed if Executive
                                            is carrying his own similar insurance.
	 	 	 
		(ii)	Benefit
                                            Plans. The Executive will be entitled to participate in any benefit plan or program of
                                            the Company which may currently be in place or implemented in the future.
	 	 	 
		(iii)	Use
                                            of Automobile. Executive will be provided a Company-owned automobile that Executive may
                                            use for both business and personal travel.
	 	 	 
		(iv)	Use
                                            of Aircraft. Executive may be provided access to Company-owned aircraft which Executive
                                            may use for both business and personal travel, subject to and conditioned on the terms and
                                            conditions of the Company’s Corporate Aircraft Policy, which policy may be changed
                                            by the Board of Directors at its sole discretion.
	 	 	 
		(v)	Other
                                            Benefits. During the Term, Executive will be entitled to receive, in addition to and
                                            not in lieu of base salary, bonus or other compensation, such other benefits and normal perquisites
                                            as Company currently provides or such additional benefits as Company may provide for its
                                            executive officers in the future.



 


		(e)	Vacation.
                                            Executive will be entitled to two weeks paid vacation each year of this Agreement.



 


5. Confidentiality
and Non-Competition.


 


		(a)	Confidentiality.
                                            In the course of the performance of Executive’s duties hereunder, Executive recognizes
                                            and acknowledges that Executive may have access to certain confidential and proprietary information
                                            of Company or any of its affiliates. Without the prior written consent of Company, Executive
                                            shall not disclose any such confidential or proprietary information to any person or firm,
                                            corporation, association, or other entity for any reason or purpose whatsoever, and shall
                                            not use such information, directly or indirectly, for Executive’s own behalf or on
                                            behalf of any other party. Executive agrees and affirms that all such information is the
                                            sole property of Company and that at the termination and/or expiration of this Agreement,
                                            at Company’s written request, Executive shall promptly return to Company any and all
                                            such information so requested by Company.



 


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Agreement - Page 2 


 




    	 	 	 



     


    

 


The
provisions of this Section 5 shall not, however, prohibit Executive from disclosing to others or using in any manner information that:


 


		(i)	has
                                            been published or has become part of the public domain other than by acts, omissions or fault
                                            of Executive;
		(ii)	has
                                            been furnished or made known to Executive by third parties (other than those acting directly
                                            or indirectly for or on behalf of Executive) as a matter of legal right without restriction
                                            on its use or disclosure;
	 	 	 
		(iii)	was
                                            in the possession of Executive prior to obtaining such information from Company in connection
                                            with the performance of this Agreement; or
	 	 	 
		(iv)	is
                                            required to be disclosed by law.



 


		(b)	Non-Competition.
                                            Executive agrees that he will not, for himself, on behalf of, or in conjunction with
                                            any person, firm, corporation or entity, either as principal, employee, shareholder, member,
                                            director, partner, consultant, owner or part-owner of any corporation, partnership or any
                                            other type of business entity, directly or indirectly, own, manage, operate, control, be
                                            employed by, participate in, or be connected in any manner with the ownership, management,
                                            operation, or control of any establishment which either:



 


		(i)	has
                                            live female nude or semi-nude entertainment or is in any business similar to or competitive
                                            with the female entertainment business presently conducted by the Company, or any of its
                                            affiliates; and/or
	 	 	 
		(ii)	sells
                                            alcohol for consumption on site;



 


anywhere
in the United States within 50 miles of any business of the Company or its affiliate, or any business of the Company or its affiliate
under construction, under contract, in development or leased by or to the Company or its affiliate, for a period of two years (the “Non-Compete
Period”) from the termination of this Agreement. However, in the event of the termination of Executive’s employment pursuant
to Section 7(d) or 7(f), the Non-Compete Period shall be six months.


 


Executive
agrees not to hire, solicit or attempt to solicit for employment by Executive or any company to which he may be involved, either directly
or indirectly, any party who is an employee or independent contractor of the Company or any entity which is affiliated with the Company,
or any person who was an employee or independent contractor of the Company or any entity which is affiliated with the Company within
the two-year period immediately following the termination of this Agreement.


 


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Agreement - Page 3 


 




    	 	 	 



     


    

 





Executive
acknowledges that he has carefully read and considered all provisions of this Agreement and agrees that:


 


		(i)	Due
                                            to the nature of the Company’s business, the foregoing covenants place no greater restraint
                                            upon Executive than is reasonably necessary to protect the business and goodwill of the Company;
	 	 	 
		(ii)	These
                                            covenants protect the legitimate interests of the Company and do not serve solely to limit
                                            the Company’s future competition;
	 	 	 
		(iii)	This
                                            Agreement is not an invalid or unreasonable restraint of trade;
	 	 	 
		(iv)	A
                                            breach of these covenants by Executive would cause irreparable damage to the Company;
	 	 	 
		(v)	These
                                            covenants are reasonable in scope and are reasonably necessary to protect the Company’s
                                            business and goodwill which the Company has established through its own expense and effort;
                                            and
	 	 	 
		(vi)	The
                                            signing of this Agreement is necessary as part of the consummation of the transactions described
                                            in the preamble.



 


		(c)	Work
                                            Product. All work product of Executive is the sole property of the Company. Work product
                                            of Executive includes but is not limited to any and all discoveries, inventions, ideas, concepts,
                                            research, information, processes, software development, products, techniques, methods and
                                            improvements or parts thereof conceived, developed, or otherwise made by Executive alone
                                            or jointly with others during the period of his employment with the Company, and in any way
                                            relating to the present or proposed products, services and/or operations of the Company,
                                            whether or not patentable or subject to copyright or trademark protection, whether or not
                                            made during Executive’s regular working hours, and whether or not made on the Company
                                            premise.



 


6. Indemnification. The
Company shall to the full extent permitted by law or as set forth in the Articles of Incorporation and the Bylaws of the Company,
indemnify, defend and hold harmless Executive from and against any and all claims, demands, liabilities, damages, loses and expenses
(including reasonable attorney’s fees, court costs and disbursements) arising out of the performance by him of his duties
hereunder except in the case of his willful misconduct.


 


7. Termination. This
Agreement and the employment relationship created hereby will terminate (i) upon the death or disability of Executive under section
7(a) or 7(b), respectively; (ii) with cause under Section 7(c); (iii) for good reason under Section 7(d); (iv) upon the voluntary
termination of employment by Executive under Section7(e); or without cause under Section 7(f).


 


Employment
Agreement - Page 4 


 




    	 	 	 



     


    

 


		(a)	Disability.
                                            The Company shall have the right to terminate the employment of the Executive under this
                                            Agreement for disability in the event Executive suffers an injury, illness, or incapacity
                                            of such character as to substantially disable him from performing his duties without reasonable
                                            accommodation by the Company hereunder for a period of more than one hundred eighty (180)
                                            consecutive days upon the Company giving at least thirty (30) days written notice of termination.
	 	 	 
		(b)	Death.
                                            This Agreement will terminate on the Death of the Executive.
	 	 	 
		(c)	With
                                            Cause. The Company may terminate this Agreement at any time because of (i) Executive’s
                                            material breach of any term of the Agreement, (ii) the determination by the Board of Directors
                                            in the exercise of its reasonable judgment that Executive has committed an act or acts constituting
                                            a felony or other crime involving moral turpitude, dishonesty or theft or fraud; or (iii)
                                            Executive’s gross negligence in the performance of his duties hereunder, provided,
                                            in each case, however, that the Company shall not terminate this Agreement pursuant to this
                                            Section 7(c) unless the Company shall first have delivered to the Executive, a notice which
                                            specifically identifies such breach or misconduct and the executive shall not have cured
                                            the same within fifteen (15) days after receipt of such notice.
	 	 	 
		(d)	Good
                                            Reason. The Executive may terminate his employment for “Good Reason” if:



 


		(i)	he
                                            is assigned, without his express written consent, any duties materially inconsistent with
                                            his positions, duties, responsibilities, or status with the Company as of the date hereof,
                                            or a change in his reporting responsibilities or titles as in effect as of the date hereof;
                                            provided, however, that Executive must provide the Company with written notice of his dispute
                                            of such re-assignment of duties or change in his reporting responsibilities under this Section
                                            7(d)(i) and give the Company opportunity to cure such inconsistency. If such dispute is not
                                            resolved within thirty (30) days, the Company shall submit such dispute to arbitration under
                                            Section 14.
	 	 	 
		(ii)	his
                                            compensation is reduced;
	 	 	 
		(iii)	the
                                            Company does not pay any material amount of compensation due hereunder and then fails either
                                            to pay such amount within the ten (10) day notice period required for termination hereunder
                                            or to contest in good faith such notice. Further, if such contest is not resolved within
                                            thirty (30) days, the Company shall submit such dispute to arbitration under Section 14.



 


		(e)	Voluntary
                                            Termination. The Executive may terminate his employment voluntarily.
	 	 	 
		(f)	Without
                                            Cause. The Company may terminate this Agreement without cause.



 





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Agreement - Page 5


 




    	 	 	 



     


    

 


		8.	Obligations
                                            of Company Upon Termination.



 


		(a)	In
                                            the event of the termination of Executive’s employment pursuant to Section 7 (a), (b),
                                            (c) or (e), Executive will be entitled only to the compensation earned by him hereunder as
                                            of the date of such termination (plus life insurance or disability benefits if applicable
                                            and provided for pursuant to Section 4(d)).
	 	 	 
		(b)	In
                                            the event of the termination of Executive’s employment pursuant to Section 7 (d), Executive
                                            will be entitled to receive, if successful in arbitration under Section 14, in one lump sum
                                            payment the full remaining amount under the Term of this Agreement to which he would have
                                            been entitled had this Agreement not been terminated.
	 	 	 
		(c)	In
                                            the event of the termination of Executive’s employment pursuant to Section 7 (f), Executive
                                            will be entitled to receive in one lump sum payment the full remaining amount under the Term
                                            of this Agreement to which he would have been entitled had this Agreement not been terminated.



 


9. Waiver
of Breach. The waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as a
waiver of any subsequent breach by any party.


 


10. Costs.
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party will be
entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which he or it
may be entitled.


 


11. Notices.
Any notices, consents, demands, requests, approvals and other communications to be given under this Agreement by either party to the
other will be deemed to have been duly given if given in writing and personally delivered or within two days if sent by mail,
registered or certified, postage prepaid with return receipt requested, as follows:


 


	If
    to Company:	 	RCI
    Hospitality Holdings, Inc.
	 	 	10737
    Cutten Road
	 	 	Houston,
    Texas 77066
	 	 	Attention:
    Eric Langan, President
	 	 	 
	If
    to Executive:	 	Travis
    Reese
	 	 	10737
    Cutten Road
	 	 	Houston,
    Texas 77066


 


Notices
delivered personally will be deemed communicated as of actual receipt.


 


12. Entire
Agreement. This Agreement and the agreements contemplated hereby constitute the entire agreement of the parties regarding the
subject matter hereof, and supersede all prior agreements and understanding, both written and oral, among the parties, or any of
them, with respect to the subject matter hereof.


 


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Agreement - Page 6


 







    	 	 	 



     


    

 





13. Severability. If
any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during this
Agreement, such provision will be fully severable and this Agreement will be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining provisions hereof will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such
illegal, invalid or unenforceable provision there will be added automatically as part of this Agreement a provision as similar in
its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.


 


14. Arbitration. If
a dispute should arise regarding this Agreement the parties agree that all claims, disputes, controversies, differences or other
matters in question arising out of this relationship shall be settled finally, completely and conclusively by arbitration in
Houston, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the
“Rules”). The governing law of this Agreement shall be the substantive law of the State of Texas, without giving effect
to conflict of laws. A decision of the arbitrator shall be final, conclusive and binding on the Company and Executive. Any
arbitration held in accordance with this paragraph shall be private and confidential and no person shall be entitled to attend the
hearings except the arbitrator, Executive, Executive’s attorneys, a representative of the Company, the Company’s
attorneys, and advisors to or witnesses for any party. The matters submitted to arbitration, the hearings and proceedings and the
arbitration award shall be kept and maintained in the strictest confidence by Executive and the Company and shall not be discussed,
disclosed or communicated to any persons except as may be required for the preparation of expert testimony. On request of any party,
the record of the proceeding shall be sealed and may not be disclosed except insofar, and only insofar, as may be necessary to
enforce the award of the arbitrator and any judgement enforcing an award. The prevailing party shall be entitled to recover
reasonable and necessary attorneys’ fees and costs from the non-prevailing party and the determination of such fees and costs
and the award thereof shall be included in the claims to be resolved by the arbitrator hereunder.


 


15. Captions. The
captions in this Agreement are for convenience of reference only and will not limit or otherwise affect any of the terms or
provisions hereof.


 


16. Gender
and Number. When the context requires, the gender of all words used herein will include the masculine, feminine and neuter and
the number of all words will include the singular and plural.


 


17. Counterparts. This
Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will constitute one
and the same instrument, but only one of which need be produced.


 


18. Company
Authorization. The Company represents that the Board of Directors has approved this Agreement.


 


[Signature
page follows]


 


Employment
Agreement - Page 7


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement to become effective as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	RCI
    HOSPITALITY HOLDINGS, INC.
	 	 	 
	 	By:	/s/
    Eric Langan
	 	 	Eric
    Langan,
	 	 	Chief
    Executive Officer


 


	 	EXECUTIVE:
	 	 
	 	/s/
    Travis Reese
	 	Travis
    Reese


 


Employment
Agreement - Page 8