Exhibit 10.1


 







 





EMPLOYMENT AGREEMENT


 


This Employment
Agreement (the “Agreement”), executed and effective on September 15, 2014, by and between RCI Hospitality Holdings,
Inc., a Texas corporation (the “Company”), and Travis Reese (“Executive”).


 


W I T N E S S E T H:


 


WHEREAS, Company
desires to employ Executive as provided herein; and


 


WHEREAS, Executive
desires to accept such employment.


 


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, Director of Technology 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 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 pursuant to this Agreement will commence as of the effective
date hereof (the “Commencement Date”) and will end on that date in the year 2017, 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 date of this Agreement, Executive will
be paid an annual base salary of (i) $280,000 for the first year of the Term, (ii) $300,000 for the second year of the Term and
(iii) $320,000 for the third year of the 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.



 






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		(b)	Bonus. As further compensation, Executive will be eligible for bonuses
as determined from time to time by the Board of Directors.



 


		(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 this Agreement, 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)	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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			Information acquired in the course of employment, including confidential,
secret or proprietary information, is the sole property of the Company, and Executive may not use such information for his individual
benefit during such employment, or after such employment with the Company has ceased. Access to confidential information does not
carry with it personal benefit or advantage but imposes an obligation to keep such information confidential and to use it solely
in the interest of the Company.
	 	 	 
	 	 	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 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 anywhere
in the United States within 50 miles of any female entertainment business of the Company or any female entertainment business
of the Company under construction, under contract, in development or leased by or to the Company, 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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			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 Corporation 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); (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).


 






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		(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.



 






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		(f)	Without Cause. The Company may terminate this
Agreement without cause.



 


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(c)).



 


		(b)	In the event of the termination of Executive’s employment pursuant
to Section 7 (d) or (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.
	 	 	10959 Cutten Road
	 	 	Houston, Texas 77066
	 	 	Attention: Travis Reese, Executive Vice President
	 	 	 
	 	If to Executive:	Travis Reese
	 	 	10959 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.


 


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.


 



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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.


 


 



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IN WITNESS WHEREOF,
the parties hereto have duly executed this Agreement on the date set forth above, to be effective on the same date.


 


 


	 	COMPANY:
	 	 
	 	RCI HOSPITALITY HOLDINGS, INC.
	 	 
	 	By:	/s/ Eric Langan
	 	 	Eric Langan, President
	 	 	 
	 	 
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ Travis Reese
	 	Travis Reese


 






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