FRESH VINE WINE, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.

On March 24, 2022, Fresh Vine Wine, Inc. (the “Company”) entered into an
employment agreement with Ellen Scipta pursuant to which she commenced
employment with the Company on March 30, 2022 and succeeded Elliot Savoie as the
Company’s Chief Financial Officer, upon the Company filing with the Securities
and Exchange Commission
of its Annual Report on Form 10-K for the year ended
December 31, 2021, which was filed on March 31, 2021. Mr. Savoie continues to be
employed by the Company as Head of Corporate Development and Ventures. The
Company relied on the instruction to Item 5.02(c) of Form 8-K to delay the
filing of this Current Report to the date of the public announcement of Ms.
Scipta’s
appointment as Chief Financial Officer.

Under her employment agreement, which is for an indefinite term, Ms. Scipta is
entitled to receive annual base salary of $255,000 and is eligible to receive an
annual cash bonus commencing in 2022, the target amount of which will be equal
to 65% of her base salary. The Company has agreed that the actual cash bonus for
2022 will be at least $50,000. Ms. Scipta is also eligible to receive additional
discretionary bonuses based upon her performance on behalf of the Company and/or
the Company’s performance in such amounts, in such manner and at such times as
may be determined by the board of directors or a committee thereof.

While employed by the Company, and commencing in 2023, the Company will make
annual grants to Ms. Scipta of (i) restricted stock unit awards having a value
equal to 35% of her base salary (as determined in good faith by the Company’s
board of directors or a committee thereof), which will vest one-third annually
commencing on the first anniversary of the date of grant, and (ii) stock
options, exercisable at fair market value on the grant date, having a value
equal to 70% of her base salary (as determined in good faith by the Company’s
board of directors or a committee thereof., which will vest one-third annually
commencing on the first anniversary of the date of grant and the per share
exercise price for such Stock Option will be equal to the closing price as of
the date of grant. Ms. Scipta may also receive annual and periodic equity-based
compensation awards, with the amount of such awards granted and the terms and
conditions thereof to be determined from time to time by and in the sole
discretion of the Company’s board of directors or a committee thereof. Ms.
Scipta
is also eligible to participate in the standard benefits which the
Company generally provides to its full-time employees under its applicable plans
and policies.

Upon commencement of her employment on March 30, 2022, Ms. Scipta was granted
(i) a 100,000 share restricted stock award, which is subject to transfer and
forfeiture restrictions, one-third of which lapsed on the date of grant, and
one-third of which will lapse on each of the one-year and two-year anniversary
of the date of grant, and (ii) a 200,000 share stock option award, one-third of
which vested on the date of grant, and one-third of which will lapse on each of
the one-year and two-year anniversary of the date of grant. The stock option has
an exercise price equal to $3.30 (the fair market value of the Company’s common
stock on the date of grant).

Under her employment agreement, if Ms. Scipta’s employment is terminated by the
Company for any reason other than Cause (as defined in the employment
agreement), or Ms. Scipta resigns as an employee of the Company for Good Reason
(as defined in the employment agreement), so long as she has signed and has not
revoked a release agreement, she will be entitled to receive severance in the
form of continued base salary and bonus payments over a period of six months. In
addition, if Ms. Scipta’s employment is terminated by the Company (or its
successor) for a reason other than for Cause or as a result of her death or
disability, or she voluntarily terminates her employment for Good Reason, in
either case within twelve months following the occurrence of a Change in Control
(as defined in the employment agreement) or within 90 days prior to a Change in
Control, the vesting of all outstanding unvested equity-based incentive awards
will accelerate. The employment agreement includes a provision allowing the
Company to reduce the payment to which Ms. Scipta would be entitled upon a
Change-in-Control transaction to the extent needed for her to avoid paying an
excise tax under Internal Revenue Code Section 280G, unless she would be better
off, on an after-tax basis, receiving the full amount of such payments and
paying the excise taxes due.


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Ms. Scipta’s employment agreement contains customary confidentiality and
intellectual property covenants and a non-competition restriction that provides,
among other things, that Ms. Scipta will not engage in a competitive business or
solicit our employees or consultants for a period of one year after termination
of employment. For such purpose, “competitive” business means a business
primarily engaged in the development, production, marketing and/or sale of wine
varietals and brands that are primarily marketed to consumers as embodying a
connection to health, wellness and/or an active lifestyle in the United States
and in any other country or U.S. territory in which the Company does business
during the term of Ms. Scipta’s employment with the Company.

From February 2021 through October 2021, Ms. Scipta served as Chief Financial
Officer of Intricon Corporation, a joint development manufacturer of advanced
micro-medical technology, which is currently under agreement to be acquired by
an affiliate of Altaris Capital Partners. Previously, Ms. Scipta served in
various financial positions at Bio-Techne, a Minneapolis, Minnesota based
manufacturer and retailer of life sciences and diagnostic products, since 2015,
most recently as Vice President, Finance. Prior to that, Ms. Scipta was employed
by CHS Inc., a diversified global agribusiness cooperative, since 2011, as
Director of Financial Planning and Analysis and most recently as Director of
Enterprise Strategy. Ms. Scipta has also held strategy and financial positions
with Best Buy Co., Inc. and Target Corporation and was a strategy consultant
with Price Waterhouse Coopers LLC. Ms. Scipta holds a Master of Business
Administration from the Kelley School of Business, Indiana University, and a
Bachelor of Science degree in Aeronautical and Astronautical Engineering from
Purdue University.

In connection with her appointment as an officer of the Company, the Company
expects to enter into the Company’s standard form indemnification agreement for
directors and officers with Ms. Scipta. The indemnification agreement clarifies
and supplements indemnification provisions already contained in the Company’s
articles of incorporation and bylaws and generally provides that the Company
shall indemnify its directors and officers to the fullest extent permitted by
applicable law, subject to certain exceptions, against expenses, judgments,
fines and other amounts actually and reasonably incurred in connection with
their service as a director or officer and also provide for rights to
advancement of expenses and contribution.

The foregoing summary of the employment agreement is qualified in all respects
by the employment agreement itself, a copy of which is attached hereto as
Exhibit 10.1 and incorporated by reference herein. The foregoing summary of the
indemnification agreement is qualified in all respects to the form of such
agreement, a copy of which is incorporated by reference as Exhibit 10.12 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and
incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No.   Description

10.1            Employment Agreement dated as of March 24, 2022 by and between Fresh
              Vine Wine, Inc. and Ellen Scipta
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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