Exhibit
10.2


 


	DATE:	 	December
    12, 2019	 	 
	 	 	 	 	 
	TO:	 	David
    Vanderveen	 	 
	 	 	 	 	 
	FROM:	 	Brent
    Willis	 	cc:
                                         Greg Gould

        Gary
        Williams

	 	 	 	 	 
	SUBJECT:	 	NBEV OFFER LETTER	 	 





 


Dear
Dave,


 


We
are very pleased to offer this opportunity to join NewAge as Chief Operating Officer. Congratulations. To achieve our objective
of becoming the world’s leading healthy products company we need the best people, with the right focus and culture, and
the right skill sets for the challenges we face as an organization. We know that you meet embody all of those characteristics
and more, and are highly confident that you will add tremendous value to our leadership team. We are excited about the prospect
of you joining the Company, and know you will make a real difference for NewAge, all of our associates, and all of our valued
shareholders.


 


This
opportunity comes with significant responsibility and we are counting on your significant contributions and leadership to drive
the Company’s performance. We look forward to building the business together with you and sharing in our collective success.


 


As
compensation for your efforts on behalf of the Company your offer includes:


 


	Annual
    Base Cash Compensation:	 	$550,000	 	Paid
    2x monthly
	 	 	 	 	 
	Annual
    Cash Bonus:	 	2x
                                         target = 100% of base salary

                                                                            with
                                         an opportunity to earn

                                                                            a
                                         total 4x target bonus

                                                                            =
                                         200% of base salary
	 	Paid
    annually by 3/31
	 	 	 	 	 
	Annual
    Long Term Incentive:	 	50%
                                         of base salary in

                                                                            stock
                                         options & stock
	 	33%
                                         vest every year

                                                                            granted
                                         each year by 12/31

	 	 	 	 	 
	Sign
    On Incentive:	 	$100,000	 	Paid
    at commencement
	 	 	 	 	 
	Sign
    On Incentive:	 	125,000
                                         stock options

                                                                            125,000
                                         restricted shares
	 	33%
    vest every year


 




    	 	 	 



     


    




 


Your
base salary level will be reviewed every year to ascertain if an adjustment should be made based on performance and based on the
financial performance of the Company.


 


In
the event of a change of control or significant change in the Company’s financial circumstances, 100% of your equity compensation
will immediately vest. If the Executive resigns from the Company within the first 12 months of employment, all sign-on incentives
and unvested equity compensation will be reimbursed within 30 days of his resignation.


 


A
separate target setting worksheet will be provided defining your bonus requirements. As part of your annual bonus, you will have
the opportunity to earn up to 4 times your base bonus level (2x target) for achieve agreed upon performance metrics, which will
subject to your individual performance, the overall performance of the Company, and Board approval.


 


You
agree to retain all non-public information obtained from New Age as confidential and agree not to release or discuss any of such
information unless you have obtained the prior consent of New Age or is otherwise forced, compelled, or required to disclose this
information by operation of law or applicable government authority. You also agree to abide by the non-disclosure, non-circumvention,
and non-compete clauses signed at the time your hiring.


 





You
shall be entitled to four-weeks of vacation with pay annually. Such vacation shall be taken at a time acceptable to the Corporation
with regard to its operations. You will also be entitled to participate in all benefit plans of the Corporation, including the
Company’s health care and other plans and Company-issued phone programs in accordance with the terms of those programs.


 


All
expenses are the responsibility of New Age Beverages Corporation. However, any major expenses incurred must be pre-approved, and
all expenses must comply with the New Age expense report policy.


 


This
Agreement will commence and upon signing of this document effective January 15, 2020, and is subject to final Board approval.
It may be terminated by either party upon 15 days written notice.


 


The
parties agree that any action which is required to be filed to enforce the terms of this Agreement or any issue arising from this
contract or the services performed under it shall go to arbitration.


 


In
the event that either party is required to retain the services of an attorney to enforce the provisions of this Agreement, then
in such case then each party agrees to pay their own attorney’s fees and all costs and expenses incurred including collection
costs.


 


All
actions arising out of the performance of this Agreement shall be governed by the laws of the State of Colorado.


 


The
parties do hereby execute this Agreement at the places and dates set forth below.


 




    	 	 	 



     


    






	Signed
    for and on behalf of: 	 	Signed
    for and on behalf of:
	 	 	 
	New
    Age Beverages Corporation	 	David
    Vanderveen
	 	 	 
	By:	/s/
    Brent David Willis	 	By:	/s/
    David Vanderveen
	 	 	 	 	 
	Print
    Name:	Brent
    David Willis	 	Print
    Name:	David
    Vanderveen
	 	 	 	 	 
	Title:	Chief
    Executive Officer	 	Title:	Chief
    Operating Officer
	 	 	 	 	 
	Date:	November
    15, 2019	 	Date:	January
    13, 2020