First Amendment to Employment Agreement between SRM Entertainment, Inc. and Debbie McDaniel Hand
This amendment, dated June 16, 2025, modifies the employment agreement between SRM Entertainment, Inc. and Debbie McDaniel Hand. It changes how Ms. Hand's bonus is calculated, basing it only on the company's existing business of developing and marketing licensed consumer products, not on new blockchain-related ventures. Additionally, Ms. Hand waives any special benefits she would have received if the company undergoes a change of control due to a new securities transaction. All other terms of the original employment agreement remain unchanged.
EXHIBIT 10.7
AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (this “First Amendment”) is made as of June 16, 2025, between Debbie McDaniel Hand (the “Executive”) and SRM Entertainment, Inc. (the “Company”), and amends in certain respects that certain Employment Agreement dated as of January 1, 2023, between Executive and the Company (the “Original Employment Agreement”).
WHEREAS, the Company has entered into a Securities Purchase Agreement, dated June 16, 2025 (the “Purchase Agreement”), pursuant to which the Company has authorized a new series of convertible preferred stock of the Company designated as Series B Preferred Stock, $0.0001 par value (the “Series B Preferred Stock”), the terms of which are set forth in the certificate of designation for such series of Preferred Stock (the “Certificate of Designation”), which Series B Preferred stock shall be convertible into shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) in accordance with the terms of the Certificate of Designation;
WHEREAS, pursuant to the Purchase Agreement, the Company will sell to the Buyer for a purchase price of $100,000,000, (a) such aggregate number of shares of Series B Preferred Stock (the “Shares”), as set forth of the signature page of such Buyer in the Purchase Agreement, and (b) warrants to purchase up to 220,000,000 shares of common stock at an exercise price of $0.50 per share (the “Warrants”) (the shares of common stock underlying the Warrants, collectively, the “Warrant Shares”) (the purchase of the Shares and the Warrants are referred to herein as the “Transaction”);
WHEREAS, the Company is currently engaged in the business of developing and marketing licensed consumer products, including children’s toys and entertainment merchandise (the “Existing Business”), and is actively exploring opportunities in blockchain-integrated ecosystems and related ventures, including, without limitation, holding tokens invested by accredited investors, accumulating tokens through accretive public financing, supporting the development of the investor’s ecosystem, and identifying additional revenue-generating verticals within that ecosystem (collectively, the “Field”);
WHEREAS, in conjunction with the Transaction, the Company desires that Executive modify the determination and calculation of her Bonus (as defined in the Original Employment Agreement) to be based solely on performance with respect to the Existing Business and not the Field;
WHEREAS, Executive agrees to modify the determination and calculation of her Bonus to be based solely on performance with respect to the Existing Business and not the Field;
WHEREAS, in conjunction with the Transaction, the Company desires that Executive waive any entitlements that Executive may receive in the event of a Change of Control (as defined in the Original Employment Agreement) from the Company; and
WHEREAS, Executive agrees to waive said entitlements in the event of a Change of Control.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter specified, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, it is agreed as follows:
1. | Amendment to Section 5(b). The third and fourth sentence of Section 5(b) of the Original Employment Agreement are hereby deleted in its entirety and replaced as follows: |
“Bonus: The Company shall pay Employee a bonus (the “Bonus”) as follows: 1% of any revenues as a result of or arising out of the Company’s business of developing and marketing licensed consumer products, including children’s toys and entertainment merchandise (the “Entertainment Business”). The Bonus will be paid in cash.
2. | Waiver of Change of Control Entitlements. The parties acknowledge that Section 6(g) of the Original Employment Agreement states that, in the event of a Change in Control as described therein, (i) the Executive may terminate the Executive’s employment under the Original Employment Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such Change of Control, and such termination of Executive’s employment with the Company, and (ii) as per Section 6(h) of the Original Employment Agreement, upon any termination of Executive’s employment with the Company for any reason, except termination for cause, the Executive will be entitled to receive all life, disability and health insurance benefits to which Executive was entitled which shall continue for a period of three (3) months following the effective date of such termination (the “Change of Control Entitlements”). In consideration of the Company’s amending Executive’s Original Employment Agreement in connection with the Transaction, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the Executive, the Executive hereby waives, releases, forfeits and relinquishes any and all right, claim, title and interest in and to the Change of Control Entitlements that may be triggered by the closing of the Transaction, and agrees that the Company and its officers, directors, employees, stockholders, agents, successors and assigns shall have no obligation to make payment of or provision for the Change of Control Entitlements in such case. |
3. | No Other Amendments. The Original Employment Agreement remains in full force and effect and is unamended except as explicitly set forth in this First Amendment. |
4. | Counterparts. This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. |
[Signature Page Follows]
IN WITNESS WHEREOF, each of the Executive and the Company has executed this First Amendment as of the date set forth above.
THE COMPANY | ||
SRM ENTERTAINMENT, INC. | ||
By: | ||
Name: | Richard Miller | |
Title: | Chief Executive Officer |
THE EXECUTIVE | ||
By: | ||
Debbie McDaniel Hand |