Employment Agreement with Dale Van Voorhis effective June 1, 2022

Exhibt 10.1

PARKS! AMERICA, INC,

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is hereby entered into and made effective this first day of June 2022, by and between Parks! America, Inc., a Nevada corporation, with its principal place of business located at 1300 Oak Grove Road Pine Mountain, Georgia 31822 (the “Company”), and Dale Van Voorhis of 5684 Pioneer Trail, Hiram, Ohio (“Van Voorhis”).

RECITALS

1. The Company is engaged in the business of developing theme parks and attractions and related service enterprises and desires to ensure effective management, governance, and leadership in this endeavor.

2. Van Voorhis has been an officer and Director of the Company since 2009, most recently, serving as its Chief Executive Officer. He has expressed a desire to continue in some professional capacity beyond his current contract period which ends on May, 31, 2022.

3. In view of his effective service and relevant experience, the Company has determined that it also desires to continue its relationship with Van Voorhis in the roles of Chairman of the Board, member of the Strategic Growth and Audit Board Committees, and as Special Advisor to the Chief Executive Officer of the Company according to the terms as set forth below.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual covenants, promises, terms, and conditions hereinafter set forth, the parties hereto agree as follows:

I. EMPLOYMENT

The Company hereby employs, engages, and hires Van Voorhis, on a part-time basis, as its Chairman of the Board of Directors, Special Advisor to the Chief Executive Officer, and Board member on the Strategic Growth and Audit Committees, on the terms and conditions hereinafter set forth. Van Voorhis hereby accepts such employment and agrees to perform such services and duties and to carry out such responsibilities as requested by the Board or the CEO inclusive of those roles and responsibilities listed in Schedule “A” attached hereto.

II. TERMS OF EMPLOYMENT

The terms of employment contemplated under this Agreement shall be for a period of two (2) years commencing as of June 1, 2022 and terminating on May 31, 2024 as noted below. This Agreement does not guarantee, nor eliminate, the option for the two parties to mutually agree to extend their professional relationship beyond May 31, 2024.

III. SERVICES, DUTIES, AND RESPONSIBILITIES

1. On a part time-basis, Van Voorhis will faithfully and to the best of his ability serve the Company in his roles as its Chairman of the Board of Directors, Strategic Growth & Audit Committee Member, and Special Advisor to the CEO subject to the policy direction of the Board of Directors of the Company. Van Voorhis shall perform such services and duties as are customarily performed by one holding these positions in a public corporation.

2. As noted, Van Voorhis will devote his energy and skill on a part-time basis to his employment with the Company. Such duties shall be rendered where Van Voorhis elects, and at such other place or places as the Company shall require or as interests, needs, business, or opportunity of the Company shall require, subject to the part time-nature of his employment.

3. These roles are considered “Non-Executive” Advisory positions, and as such, Van Voorhis shall not have the authority to make business decisions, agreements, or contractual obligations on behalf of the Company, unless specifically assigned by either action by the Board of Directors of the Company or by delegation by the CEO.

4. Van Voorhis shall not directly or indirectly represent or be engaged by or be an employee of any other person, firm or corporation or be engaged for his services as an officer, general manager or consultant in any other business or enterprise in competition with the Company, subject to the conditions and limitations provided in Article IX, Section 3 hereof. It is understood, however, that the foregoing in no way prevents Van Voorhis from owning stock or having an economic interest in other businesses or enterprises. Furthermore, Van Voorhis may serve on the boards of directors of other companies so long as such service does not conflict with his interest in and duties to the Company and he may be an officer, director, and/or shareholder in any family or personal investment business so long as it does not conflict with his interest in and duties to the Company.

5. Van Voorhis agrees to indemnify and hold the Company, its Board of Directors, and any officers or employees of the Company harmless from any past or current grievance, disagreement, or other potential claim of injury or wrongdoing.

IV. COMPENSATION

1. Salary. Commencing June 1, 2022, the Company shall continue to pay Van Voorhis a salary at the rate of $100,000.00 (One Hundred Thousand Dollars) through May 31, 2023, payable monthly on the last day of each month. Said salary will be subjected to withholding taxes, e.g., Federal Income Tax, FICA, and State and/or Local Withholding Taxes. The Company also shall reimburse Van Voorhis for all reasonable and necessary business expenses incurred by him in his roles, including expenses incurred by him with respect to his wife when it is necessary for her to accompany him to the IAAPA Convention for the Company and/or attending business or social functions.

2. Van Voorhis will receive an annual salary at the rate of $50,000.00 (Fifty Thousand Dollars) payable monthly on the last day of each month commencing June 1, 2023 through May 31, 2024 as compensation for his ongoing role as Chairman of the Board and Board Committee Member in Year 2 of this Agreement. The Company has no further obligation to Van Voorhis after May 31, 2024.

V. DIRECTORS AND OFFICERS INSURANCE

The Company has purchased and maintains Directors’ and Officers’ liability insurance, including coverage for Van Voorhis in his roles as Chairman of the Board of Directors of the Company, as a member of the Board of Directors, and as Special Advisor to the CEO of the Company, in an amount of not less than $3,000,000.00 (Three Million Dollars).

VI. INDEMNIFICATION

The Company shall indemnify Van Voorhis, his heirs, executors, administrators and assigns, from and against, and he shall be entitled without further act on his part to be indemnified by the Company for, all claims against him and expenses, including, but not limited to, amounts of judgments, reasonable settlement of suits, attorney fees, and related costs of litigation, reasonably incurred by him in connection with or arising out of any action, suit or cause of action against the Company and/or against Van Voorhis as a result of his having been an officer and/or Director of the Company, or, at its request, of any other corporation which the Company owns or of which the Company is a stockholder or creditor, whether or not he continues to be such officer or Director at the time of incurring said expenses. The foregoing right of indemnification shall not be exclusive of other rights to which Van Voorhis may be entitled. The foregoing right of indemnification shall not apply to claims where Van Voorhis is conclusively shown to have committed acts of malfeasance or gross negligence.

VII. BUSINESS EXPENSE REIMBURSEMENT

The Company shall reimburse Van Voorhis for all reasonable and necessary business expenses incurred by him in the performance of his services, duties, and responsibilities, including but not limited to, transportation, travel expenses, board and room, entertainment, and other business expenses incurred within the scope of his duties, such requests for reimbursement to be supported by receipts, bills, and other records acceptable to the Chief Financial Officer of the Company. If Van Voorhis travels to the IAAPA Convention with his wife, Bonita Von Voorhis, her travel expenses shall be reimbursed, as well. If reimbursement, advances, or allowances are based on permitted mileage or per diem rates, then Van Voorhis shall submit specification of relevant mileage, destination, dates, and other supporting information typically required for tax purposes.

VIII. TERMINATION OF EMPLOYMENT

1. Termination for Cause, Generally. Under this Agreement, the Company shall have the right to terminate the employment of Van Voorhis for “cause,” which shall consist of two classes: “Class 1” shall mean termination where there are acts or omissions involving malfeasance on the part of Van Voorhis (as further described below), and “Class 2” shall refer to a termination of Van Voorhis by the Board of Directors where no action or inaction involving malfeasance (“no-fault”) is alleged. Upon termination in either case, all Company property and credit cards in the possession and control of Van Voorhis must be returned to the Company.

2. Malfeasance Termination for Cause – Class 1. In the event the employment of Van Voorhis is terminated for Class 1 cause, then, all compensation, including salary, stock options, bonuses, deferred compensation, and benefits will cease immediately. Termination for Class 1 cause includes, but is not limited to, the following conduct:

3. No-Fault Termination – Class 2

For purposes hereof, a “Change-in-Control” shall mean (i) a transaction or series of related transactions in which any “person” or “group” becomes the owner or beneficial owner, directly or indirectly, of more than 50% of the outstanding voting securities of the Company, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company immediately prior to such transaction retain at least a majority of the total voting power immediately after such transaction or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.

IX. RESTRICTIVE COVENANTS

a. The venue for said arbitration shall be LaGrange, Georgia, and the laws of the State of Georgia relating to arbitration shall apply to said arbitration.

b. The decision of the arbitration panel may be entered as a judgment in any court of general jurisdiction in any state of the United States or elsewhere.

X. NOTICE

Except as otherwise provided herein, all notices required by this Agreement as well as any other notice to any party hereto shall be given by certified mail (or equivalent), to the respective parties as required under this Agreement or otherwise, to the following addresses indicated below or to any change of address given by a party to the others pursuant to the written notice,

XI. GENERAL PROVISIONS

1. Entire Agreement. This Agreement constitutes and is the entire Agreement of the parities and supersedes all other prior understandings and/or Agreements between the parties regarding the matters herein contained, whether verbal or written.

2. Amendments. This Agreement may be amended only in writing signed by both parties.

3. Assignment. No party of this Agreement shall be entitled to assign his or its interest herein without the prior written approval of the other party.

4. Execution of Other Documents. Each of the parties agrees to execute any other documents reasonably required to fully perform the intentions of this Agreement.

5. Binding Effect. This Agreement shall inure to and be binding upon the parties hereto, their agents, employees, heirs, personal representatives, successors and assigns.

6. No Waiver of Future Breach. The failure of one party to insist upon strict performance or observation of this Agreement shall not be a waiver of any future breach or of any terms or conditions of this Agreement.

7. Execution of Multiple Originals. Two (2) original counterparts of this Agreement shall be executed by these parties. This Agreement may be executed by FAX or scanned signature, with such signatures treated as original signatures.

8. Applicable Law. This Employment Agreement shall be governed by, and construed, in accordance with the applicable laws of the State of Georgia.

WHEREFORE, this Agreement is hereby executed and made effective the day and year written on the signature page.

SCHEDULE ‘A’

Roles & Responsibilities / Job Description for Dale Van Voorhis

Mr. Van Voorhis will be employed in one or more of the following roles during the term of this Agreement.

His work will include: