Exhibit
10.2


 


FRESH VINE WINE,
INC.


 


AMENDMENT NO. 1
TO

Restricted Stock UNIT Agreement


 


THIS AMENDMENT NO. 1 TO RESTRICTED
STOCK UNIT AGREEMENT (this “Amendment”), is made effective as of February 24, 2022, by and between Fresh Vine Wine,
Inc., a Nevada corporation (the “Company”), and Tim Michaels (“Employee”). Together, the Company
and Employee are referred to herein as the “Parties.”


 


Background


 


A.
The Company has adopted the Fresh Vine Wine, Inc.2021 Equity Incentive Plan (the “Plan”), to increase stockholder
value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed
to attract, retain and motivate employees, certain key consultants and directors of the Company.


 


B.
The Company previously granted 251,851 restricted stock units (the “Units”) to Employee under the Plan pursuant
to the Restricted Stock Unit Agreement dated as of December 17, 2021 (the “RSU Agreement”).


 


C.
Employee’s employment with the Company ended on February 7, 2022 (the “Separation Date”), and on the date
hereof the Company are entering into a Separation Agreement and Release (the “Separation Agreement”).


 


D.
The parties desire to amend the RSU Agreement pursuant to this Amendment to provide Employee with the Separation Benefits set forth
in the Separation Agreement.


 


AGREEMENT


 


NOW, THEREFORE, it is agreed
as follows:


 


1.
Acknowledgement of Termination. The Parties hereby acknowledge and agree that Employee’s Units were not forfeited
as a result of the termination of his employment.


 


2.
Accelerated Vesting of Units. Notwithstanding Section 2(a) of the RSU Agreement, the vesting of all Units shall automatically
accelerate and become fully vested upon the full execution and delivery of the Separation Agreement. References in the RSU Agreement to
the “Vesting Date” shall hereafter be deemed to refer to the date on which the Separation Agreement is executed and delivered.


 


3.
Form and Timing of Payment. As soon as administratively practicable following the Vesting Date, but no later than three
(3) days thereafter, the Company shall cause the Shares issuable upon vesting of the Units to be registered on the books of the Company
and issued in Employee’s name, subject to the Company’s collection from Employee of any tax withholding required under Section
5 of the RSU Agreement.


 






     
 


     


    

 


4.
Miscellaneous.


 


(a)
The parties hereto represent that they are fully authorized and empowered to make this Amendment on their behalf.


 


(b)
Except as specifically modified hereby, all terms and conditions of the RSU Agreement shall remain in full force and effect, unmodified
in any way. In the event of any inconsistency or conflict between the provisions of the RSU Agreement and this Amendment, the provisions
of this Amendment will prevail and govern. All references to the “Agreement” in the RSU Agreement shall hereinafter refer
to the RSU Agreement as amended by this Amendment. All capitalized terms that are not otherwise defined herein shall have the meanings
ascribed to them in the RSU Agreement.


 


(c)
The RSU Agreement and this Amendment shall be governed by and construed in accordance with the laws of the State of Minnesota.
The venue for any action relating to this Agreement shall be the federal or state courts located in Hennepin County, Minnesota, to which
venue each party hereby submits.


 


(d)
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same agreement.


 


Signature Page follows.


 






    2


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Restricted Stock Unit Agreement to be effective as of the date
first set forth above.


 


	 	EMPLOYEE:
	 	 	 
	 	 	/s/
    Tim Michaels
	 	 	Tim
    Michaels
	 	 	 
	 	FRESH
    VINE WINE, INC.:
	 	 	 
	 	By:	/s/
    Damian Novak
	 	 	Damian
    Novak, Executive Chairman



 


Signature Page – Amendment No. 1 to Restricted
Stock Purchase Agreement


 


 


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