Exhibit 10.1
Executive Employment Agreement
Between Kartoon Studios, Inc. and Brian Parisi
| 1. | Effective Date |
| Effective Date | January 1, 2026 |
| 2. | Parties |
| Company |
Kartoon Studios, Inc. a Nevada corporation with principal offices at 190 N. Canon Drive, Floor 4, Beverly Hills, CA 90210 (“Company”). |
| Executive |
Brian Parisi, residing at XXXX, XXXXXXXXX, XX XXXXXXX (“Executive”). |
| 3. | Position and Duties |
| Title | Chief Financial Officer |
| Reporting | Reports to the Chief Executive Officer and the Chief Operating Officer |
| Duties | Oversight of the Company’s Financial operations and such other duties as assigned consistent with the title. |
| Exclusivity | Full-time devotion to Company affairs. Executive is exclusive in the entertainment industry. Subject to that restriction, Executive may engage in limited, non-competitive outside activities that do not interfere with Company duties. |
| 4. | Term of Employment |
| Initial Term | Two (2) years from Effective Date, unless earlier terminated as provided herein. |
| Extension | Only by mutual written agreement of both parties. |
| Post-Term Employment | If continued after expiration, employment shall be at-will. |
| Notice | 3-month notice of non-renewal |
| 5. | Compensation and Benefits |
|
Base Salary . |
$375,000 in year one and $400,000 in year two, payable in accordance with normal payroll practices |
| Non-Discretionary Bonus | $50,000 for each fiscal year of the Term in which Company EBITDA exceeds $2,000,000. |
| Equity Grant |
500,000 Restricted Stock Units (RSUs) under Company’s Equity Plan, pursuant to a Restricted Stock Unit Agreement. The RSUs will vest in Three (3) equal installments at the end of each calendar year. |
| Benefits | Eligibility for all standard executive benefit and perquisite programs (health, welfare, retirement, deferred compensation, severance, etc.), consistent with senior executives generally offered by the Company to its executives. |
| Expense Reimbursement |
Reimbursement of reasonable and properly documented business expenses per Company policy. |
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| 6. | Clawback Rights |
| Scope | Applies to all bonuses, equity awards, and other incentive-based compensation (“Clawback Benefits”). |
| Triggers | (a) Financial restatement due to material non-compliance with securities laws; (b) Material breach of confidentiality, non-competition, non-solicitation, or other policy causing material harm; or (c) Termination for Cause. |
| Duration | During employment and for three (3) years following termination. |
| Administration |
Determined by Compensation Committee; intended to comply with Dodd-Frank Act clawback provisions. |
| 7. | Termination |
| Death | Payment of accrued salary, unused vacation, earned but unpaid bonuses, vested equity, and reimbursable expenses. |
| Disability | Termination after 120 consecutive or 180 cumulative days of incapacity; continued salary until disability benefits commence; partial “Disability Payments” for up to six (6) months post-termination; continued health benefits during such period. |
| Termination for Cause | Immediate termination with payment of accrued base salary only. ‘Cause’ includes willful failure to perform, material breach, fraud, or commission of a felony. All unpaid bonuses and unvested equity forfeited. |
| Resignation for Good Reason |
Permitted upon (i) material salary reduction, (ii) relocation >50 miles, (iii) material diminution of duties/title, or (iv) successor’s failure to assume this Agreement. Requires written notice and 30-day cure period. |
| 8. | Confidentiality and Intellectual Property |
| Confidential Information | Executive shall maintain strict confidentiality of all non-public information relating to the Company, during and after employment. |
| Return of Property | All Company documents, records, and media must be returned upon termination. |
| Work Product/ IP | All materials and inventions created in the course of employment are “works-made-for-hire” and owned exclusively by the Company. |
| CA Labor Code §2870 | Exempts inventions created entirely on Executive’s own time without use of Company resources and unrelated to Company business; For purposes of clarity, any work related to the entertainment industry falls within the Company’s sphere of business. |
| 10. | Restricted Activities |
| Non-Compete |
During employment, Executive shall not directly or indirectly participate in any business competing with the Company or its Subsidiaries. |
| Post-Termination Non-Use |
Executive shall not use Company Confidential Information to compete for twenty-four (24) months after termination or until such information becomes public. |
| Non-Solicitation |
Executive shall not solicit or induce any employee, contractor, customer, or vendor of the Company during employment. |
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| 10. | Miscellaneous |
| Assignment | Neither party may assign without written consent; Company may assign to successor or acquirer. |
| Governing Law | State of California. |
| Amendment/ Waiver | Must be in writing and executed by both parties. |
| Severability | Invalid provisions modified to the maximum lawful extent. |
| Entire Agreement | Supersedes all prior agreements between the parties. |
| Counterparts | May be executed in multiple originals, including by electronic signature. |
| 13. | Binding Effect |
This Term Sheet represents the material binding terms agreed between the parties and shall serve as the definitive Executive Employment Agreement.
SIGNATURES
| KARTOON STUDIOS, INC. | Brian Parisi |
| By: /s/ Andy Heyward | /s/ Brian Parisi |
| Name: Andy Heyward | Date: 11/24/2025 |
| Title: Chief Executive Officer | |
| Date: 11/24/2025 |
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