Employment Agreement dated June 21, 2022 by and between the Company and Adam L. Michaels

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is dated as of June 21, 2022 between MamaMancini’s Holdings, Inc. (the “Company”) and you, Adam L. Michaels (“Executive”).

RECITALS

WHEREAS, the Company wishes to employ Executive, and Executive wishes to be employed by the Company, on the terms and subject to the conditions hereinafter provided.

AGREEMENT

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

A portion of the Base Salary is paid in consideration of Executive’s agreement to abide by the covenants detailed below. In addition to the Base Salary, Executive shall be eligible to receive an Annual Cash Bonus, Annual Restricted Stock Units, Sign-on Restricted Stock Units, Sign-on Stock Price Performance Stock Units and Sign-on Pre-Tax Profit per Share Performance Stock Units (all as defined below). Executive’s Base Salary shall be reviewed annually by the Board for possible increase based on Executive’s performance during the preceding fiscal year.

For purposes of this Agreement, the value of one RSU shall equal the fair market value of Company’s common stock on the date of grant; provided, that if the Company’s common stock is traded on a national exchange or over-the-counter, the value of one RSU shall equal the closing price of Company’s common stock on the last trading date immediately preceding the grant date. All RSUs and PSUs which vest hereunder will be settled in shares of common stock of the Company within thirty (30) days following the date on which the RSUs and PSUs (as applicable) become vested.

Executive will be granted SP-PSUs of a minimum of 525,000 shares and a maximum of 1,200,000 shares. The number of shares earned under the SP-PSUs shall be determined based on the percentage increase in the Company’s stock price, beginning with the 90 calendar day average closing price (for the days during such 90-calendar day period on which Company’s stock is traded) prior to Effective Date (the “Beginning Price”) and ending with the 90- calendar day average closing price (for the days during such 90-calendar day period on which Company’s stock is traded) ending on the fifth anniversary of the Effective Date (the “End Price” and such five year period, “SP Performance Period”), based on the following compound average growth rates (“CAGR”):

For example, if the Beginning Price is $1.50 and End Price is $5.57, then a 30% CAGR [$1.50 x (1.3 x 1.3 x 1.3 x 1.3 x 1.3)] was achieved and 750,000 SP-PSUs would be earned.

No portion of the SP-PSUs shall be eligible to vest if the End Price CAGR is less than 20% higher than the Beginning Price.

Straight line interpolation shall be applied to determine the portion of the SP-PSUs that vests upon a stock price increase between the levels above.

Shares underlying the SP-PSUs that are earned at the end of the 5-year SP Performance Period will vest at the end of the 5-year SP Performance Period, subject to Executive’s continued employment with the Company through the last day of the SP Performance Period.

Executive will be granted PTP-PSUs of a minimum of 175,000 shares and a maximum of 400,000 shares. The number of shares earned under the PTP-PSUs shall be determined based on Pre-Tax Profit per Share adjusted for [non-recurring events]¹. The “Beginning Base” will be the Pre-Tax Profit per Share, as adjusted, determined for the Company’s fiscal year ending on January 31, 2022 and ending based on the Pre-Tax Profit per Share for the Company’s fiscal year ending on January 31, 2027 (the “End Base” and such five year period ending on January 31, 2027, “PTP Performance Period” and together with SP Performance Period, “Performance Periods”), based on the following CAGR:

¹Pre-tax net income for fiscal year ending January 31, 2022 was $44,546. Non-recurring expenses were $748,000 in acquisition related expenses and $276,000 in write offs of inventory, and increases in promotional, freight and demonstrations accruals. Adjusted pretax income of 1,068,546 is to be used as the base number. As a result, the Pre-Tax Profit per Share is $0.0299.

For example, if the Beginning Base is $1.00 and End Base is $3.71, then a 30% CAGR [$1.00 x (1.3 x 1.3 x 1.3 x 1.3 x 1.3)] was achieved and 250,000 PTP-PSUs would be earned.

No portion of the PTP-PSUs shall be eligible to vest if the End Price CAGR is less than 20% higher than the Beginning Base.

Straight line interpolation shall be applied to determine the portion of the PTP-PSUs that vests upon a stock price increase between the levels above.

Shares underlying the PTP-PSUs that are earned at the end of the 5-year PTP Performance Period will vest at the end of the 5-year PTP Performance Period, subject to Executive’s continued employment with the Company through the last day of the PTP Performance Period.

Change in Control. Notwithstanding anything to the contrary in the foregoing, upon a Change in Control of the Company during the applicable Performance Period, the applicable Performance Period shall end immediately, and the number of shares earned under the PSUs shall be fixed based on Change in Control stock price (for SP-PSUs) and Pre-Tax Profit per Share at that time for trailing twelve-month period (for PTP PSUs). If the PSUs remain outstanding and are assumed by the Company’s successor following the Change in Control, the PSUs shall cease being subject to performance vesting, but shall remain subject to service-based vesting over the remainder of the applicable Performance Period (and, for avoidance of doubt, if they are not assumed by the Company’s successor or do not remain outstanding, PSUs will vest on the date of the Change in Control and will be paid out on the date of the closing of the Change in Control).

In the event of Executive’s Termination Without Cause or Resignation for Good Reason, Executive shall be entitled to the following:

COBRA: Company pays, or reimburses, for the entire premium paid by Executive, for twelve (12) months following termination of employment or, if earlier, until Executive obtains new medical coverage.

In the event of Executive’s termination Without Cause or Resignation for Good Reason within two (2) years (for PSUs, prior to their vesting date, if later than two (2) years) following a Change in Control (as defined below), Executive shall be entitled to the following:

Any and all amounts payable and benefits or additional rights provided pursuant to Sections 10(d) and 10(e) of this Agreement shall only be payable if Executive delivers to the Company and does not revoke a general release of claims (the “Release”) in favor of the Company in substantially the form attached on Exhibit A hereto. Such Release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the Termination Date. If Executive does not execute such Release within sixty (60) days following the date of termination, or if Executive revokes the release pursuant to its terms, then Executive shall only be entitled to the Accrued Compensation and Accrued Bonus.

Executive shall provide the Company with written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days after the Executive becomes aware of the first occurrence of such circumstances, and actually terminates employment within thirty (30) days following the expiration of the Company’s thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by Executive.

For purposes of this Agreement, “Client” shall be defined as (a) any client who was a customer of the Company at any time within six (6) months preceding the termination of Executive’s employment with the Company and which has acquired at least $500,000 of the Company’s products in the preceding twelve (12) month period; and (b) any prospective client to whom the Company has made a formal or informal presentation within six (6) months preceding the termination of Executive’s employment with the Company, and such prospective client which is reasonably expected to purchase, in the first twelve (12) month period of engagement with the Company, at least $500,000 of Company’s products.

Whenever Executive desires to undertake, alone or with a third party, any activity that may be deemed to be in violation of this Agreement, Executive shall seek the Board’s consent to said activity before engaging in the activity (which shall not be unreasonably withheld).

[signatures are on the next page]

Please signify your acceptance of the terms of this Agreement by signing below.

EXHIBIT A

RELEASE

I, Adam Michaels, in consideration of and subject to the performance by MamaMancini’s Holdings, Inc. (together with its subsidiaries and affiliates, the “Company”), of its obligations under the Employment Agreement, dated as of [___], by and between MamaMancini’s Holdings, Inc. and I (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and all present, former and future managers, directors, officers, employees, successors and assigns of the Company and its affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that any payments or benefits paid or granted to me under Section 10 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 10 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present through the date hereof (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964 and as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000(e), et seq.; the Federal Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act of 1990, 29 U.S.C. § 623, et seq.; the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq.; the Civil Rights Act of 1866 (42 U.S.C. § 1981); the Consolidated Omnibus Budget Reconciliation Act of 1985, 42 U.S.C. § 1395(c); Executive Order 11246; § 503 of the Rehabilitation Act of 1973, 29 U.S.C. §§ 701, et seq.; the Family and Medical Leave Act, 29 U.S.C. §§ 2601, et seq.; the Genetic Information Nondiscrimination Act of 2008; the Lilly Ledbetter Fair Pay Act of 2009; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1132(a)(1)(B), et seq.; Sarbanes-Oxley Act of 2002, Public Law 107- 204, including whistleblowing claims under 18 U.S.C. §§ 1514A and 1513(e); the New Jersey Law Against Discrimination; the New Jersey Conscientious Employee Protection Act; the New Jersey Family Leave Act; the New Jersey Wage Payment Law; the New Jersey Wage and Hour Law; the New Jersey Workers’ Compensation Law’s anti-retaliation provisions; public policy torts; claims for breach of express or implied contract, including breach of the covenant of good faith and fair dealing; claims for discrimination, retaliation or harassment of any kind; claims for defamation or other personal or business injury of any kind; any claims arising out of any and all employee handbooks, policy and procedure manuals, and other policies and practices of the Company and any other Company incentive plans or agreements, including any claims for equity or stock; claims for attorneys’ fees and costs; and any and all claims arising under any other federal, state, local, foreign or international laws, statutes, regulations, or ordinances, as well as any and all common law legal or equitable claims to any form of legal or equitable relief, damages, compensation or benefits (all of the foregoing collectively referred to herein as the “Claims”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to any benefits to which I am entitled under Section 10 of the Agreement, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents or otherwise, or (iii) my rights as an equity or security holder in the Company or its affiliates, if applicable.

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

8. I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

9. I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.

10. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.

11. I hereby acknowledge that Sections 10 through 16 of the Agreement shall survive my execution of this General Release.

12. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

13. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

14. Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT: