Item 1.01 Entry Into a Material Definitive Agreement





See Item 5.02 below.


Item 5.02 Compensatory Arrangements of Officers and Directors

On May 19, 2023, Vinco Ventures, Inc. (the "Company") entered into employment agreements with each of James Robertson, its CEO and President and Chris Polimeni, its CFO and COO. Both agreements were effective on April 19, 2023.

The terms of the contracts are set forth below:





Term                    James Robertson                    Chris Polimeni
Salary/Benefits         $425,000 with minimum $25,000      $400,000 with any increases to be
                        increase per annum. Benefits and   negotiated between the executive and
                        expense reimbursement as per       the Company. Benefits and expense
                        standard Company policy. $1.5      reimbursement as per standard
                        million life insurance policy      Company policy. $1.5 million life
                        for the benefit of the             insurance policy for the benefit of
                        executive's beneficiaries shall    the executive's beneficiaries shall
                        be paid for by the Company. Upon   be paid for by the Company.
                        change in control, the executive
                        shall be granted two times base
                        salary plus pro rated bonus.

Term                    5 years with automatic 1 year      5 years with automatic 1 year
                        extensions unless notice of        extensions unless notice of
                        termination is given by either     termination is given by either party
                        party at least 60 days before      at least 60 days before the end of
                        the end of initial or any          initial or any extended term.
                        extended term.

Vacation/PTO            35 business days and may carry     Five 5-day weeks and executive may
                        over up to 20 days per year.       carry over up to 40 hours per year.

Termination             Customary and commercially         Customary and commercially standard
                        standard terms for termination     terms for termination for cause, not
                        for cause, not for cause, for      for cause, for good reason and for
                        good reason and for death and      death and disability and the like.
                        disability and the like.

Assignment of IP        All intellectual property          All intellectual property
Rights                  development under and during the   development under and during the
                        term of the agreement shall be     term of the agreement shall be
                        deemed property of the Company.    deemed property of the Company.

Noncompete and          Customary and usual noncompete     Customary and usual noncompete and
nonsolicitation         and nonsolicitation during the     nonsolicitation during the agreement
                        agreement and for one year after   and for one year after termination
                        termination

Bonuses                 Executive is entitled to an        Executive is entitled to an annual
                        annual bonus equal to 25% of       bonus equal to 25% of base salary in
                        base salary in cash and at least   cash and at least 200% of base
                        200% of base salary in equity.     salary in equity. All equity bonuses
                        All equity bonuses shall be in     shall be in RSUs payable in six
                        RSUs payable in six equal          equal amounts over six calendar
                        amounts over six calendar          quarters from end of year for which
                        quarters from end of year for      grant is made. There is a make whole
                        which grant is made. Executive     cash bonus of $250,000, with
                        may also be entitled to a          $150,000 payable within 30 days of
                        signing bonus as determined by     commencement of agreement with
                        the Board of Directors.            $100,000 within 6 months of
                                                           commencement. Executive shall also
                                                           be entitled to a make whole RSU
                                                           grant, as determined by the Board,
                                                           to vest 25% at the end of the first
                                                           and second year of employment, and
                                                           50% at the end of the third year of
                                                           employment.

Performance/milestone   If the Company's common stock is   If the Company's common stock is
RSU Grants              publicly traded during the Term    publicly traded during the Term and
                        and the market capitalization of   the market capitalization of the
                        the Company is, for ten (10)       Company is, for ten (10) consecutive
                        consecutive trading days during    trading days during the Term, at or
                        the Term, at or above the          above the following milestones,
                        following milestones, Executive    Executive shall receive, within five
                        shall receive, within five         business days following such 10th
                        business days following such       consecutive trading day, an Equity
                        10th consecutive trading day, an   Award of shares of Company common
                        Equity Award of shares of          stock that: (a) shall vest upon the
                        Company common stock that: (a)     later of January 31, 2025 and the
                        shall vest upon the later of       end of the third full month
                        January 31, 2025 and the end of    following the date of the grant; and
                        the third full month following     (b) upon the date of the grant,
                        the date of the grant; and (b)     shall have an aggregate value equal
                        upon the date of the grant,        to the amount set forth next to the
                        shall have an aggregate value      applicable milestone below based on
                        equal to the amount set forth      the closing price of the common
                        next to the applicable milestone   stock on the Principal Market on the
                        below based on the closing price   date of the grant.
                        of the common stock on the
                        Principal Market on the date of
                        the grant.




  Company Market Capitalization Milestone             Amount of Equity Award

$                               250,000,000     $                         2,500,000
$                               500,000,000     $                         3,500,000
$                               750,000,000     $                         5,000,000
$                             1,000,000,000     $                         7,000,000
$                             1,250,000,000     $                        10,000,000
Every additional $250,000,000 thereafter
(cumulated with the applicable immediately
preceding milestone)                            $                         3,500,000




Item 9.01 Exhibits


99.1   Employment Agreement with James Robertson
99.2   Employment Agreement with Chris Polimeni
104  Cover Page Interactive Data File

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