Common use of Annual Award Clause in Contracts

Annual Award. An annual award of shares of Company common stock having an aggregate value equal to half the Executive’s then Base Salary (“Stock Compensation”). The shares shall vest quarterly in equal amounts over a three-year period after the grant. While the Executive acknowledges that he is responsible to pay income taxes applicable to any issuances of stock pursuant to meeting the Annual Award, the Company agrees that it shall withhold and pay the taxes on behalf of the Executive and will cover any additional taxes owed by the Executive via a net issuance at time of issuance of any shares related to the Annual Award and/or at the time of a Code 83(b) election, if so requested by the Executive. Treatment upon termination of employment Death or Disability All unvested award shares immediately vest on the applicable Termination Date. Voluntary quit All unvested award shares that did not yet vest will be cancelled on the last day of employment. Termination for Cause All unvested award shares that did not yet vest will be cancelled on the last day of employment. Termination without Cause or for Good Reason All unvested award shares immediately vest on the applicable Termination Date. The terms of any award under this Exhibit B shall be more fully set forth in an Award Agreement. It is expressly acknowledged and agreed that this Exhibit B is a summary of the contemplated terms of the applicable Award Agreement, which shall be subject to the Company’s receipt of all corporate approvals required by applicable law or the applicable rules and regulations prior to effectiveness thereof. To the extent that there is any conflict between the terms of this Exhibit B and the applicable Award Agreement, the terms of the Award Agreement shall govern. Exhibit C (Board Resolutions for Prospective Waiver of Corporate Opportunities) The Board of the Company has been advised by the Executive that he has a minority ownership interest in a retail CBD business known as Bellerose CBD Trade Co (“Bellerose”). It is currently located at 1000 Xxxxx Xxxxxxxx, Xxxxxx, XX 00000. The Company waives any and all rights to the Executive’s interest in Bellerose and the Executive shall be allowed to maintain its ownership interest in Bellerose even though some of Bellerose’s business may compete with the Company.

Annual Award. An annual award of shares of Company common stock having an aggregate value equal to half five percent (5%) of the ExecutiveEmployee’s then Base Salary (“Stock Compensation”). The shares shall vest quarterly Provide however, in equal amounts over the event of a three-year period after Change in Control such amount will be increased, retroactively to the grant. While date of this Agreement, to 20% of the Executive acknowledges that he is responsible to pay income taxes applicable to any issuances of stock pursuant to meeting the Annual Award, Employee’s then Base Salary and the Company agrees shall issue additional shares so that it the Stock Compensation for such time up to the Change in Control will be equal to such increased amount (“Compensation Shares”). Shares, except Compensation Shares which shall be issued within 3 business days of the Change in Control, will be issued in twelve installments on the first business day of each calendar month and will vest monthly as issued (except as outlined below). Unless specified otherwise in this agreement, shares will be valued at the Fair Market Value. The Employer shall withhold and pay the taxes on behalf of the Executive Employee and will cover any additional taxes owed by the Executive Employee via a net issuance at time of issuance of any shares related to the Annual Award and/or at the time of a Code and 83(b) election, if so requested by the ExecutiveEmployee. The Employee shall have the right to require the Employer to subject any grant to restrictions as he deems appropriate in his sole discretion, provided that once such restriction is in place, it shall be unwaivable by the Employee. Treatment upon termination of employment Death or Disability All unvested award shares immediately vest on the applicable Termination Date. Voluntary quit All unvested award shares that did not yet vest will be cancelled on the last day of employment. Termination for Cause All unvested award shares that did not yet vest will be cancelled on the last day of employment. Termination without Cause or for Good Reason All unvested award shares immediately vest on the applicable Termination Date. The terms of any award under this Exhibit B D shall be more fully set forth in an Award Agreement. It is expressly acknowledged and agreed that this Exhibit B D is a summary of the contemplated terms of the applicable Award Agreement, which shall be subject to the CompanyEmployer’s receipt of all corporate approvals required by applicable law or the applicable rules and regulations of the Principal Market prior to effectiveness thereof. To the extent that there is any conflict between the terms of this Exhibit B and the applicable Award Agreement, the terms of the Award Agreement shall govern. Exhibit C (Board Resolutions for Prospective Waiver of Corporate Opportunities) The Board of the Company has been advised by the Executive that he has a minority ownership interest in a retail CBD business known as Bellerose CBD Trade Co (“Bellerose”). It is currently located at 1000 Xxxxx Xxxxxxxx, Xxxxxx, XX 00000. The Company waives any and all rights to the Executive’s interest in Bellerose and the Executive shall be allowed to maintain its ownership interest in Bellerose even though some of Bellerose’s business may compete with the Company.

Annual Award. An annual award of shares of Company common stock having an aggregate value equal to half the Executive’s then Base Salary (“Stock Compensation”). The Provided however, in the event of a Change in Control or any act or omission that would be deemed a Good Reason, even if this Agreement is not terminated, such amount will be increased, until the Expiration Date and retroactively to the effective date of this Agreement, to 100% of the Executive’s Base Salary and the Company shall issue additional shares so that the Stock Compensation for such time up to the Change in Control or act or omission that would be deemed a Good Reason and after the Change of Control or act or omission that would be deemed a Good Reason until the Expiration Date will be equal to such increased amount (“Compensation Shares”). Any Compensation Shares shall be issued within three (3) business days of the Change in Control event or act or omission that would be deemed a Good Reason. Stock Compensation shares shall be issued in twelve installments on the first business day of each calendar month and will vest quarterly monthly as issued (except as outlined below). Unless specified otherwise in equal amounts over a three-year period after this Agreement, shares will be valued at the grantFair Market Value on the last trading day prior to each month’s issuance. The above notwithstanding, the amount of shares to be issued as Stock Compensation for 2019 shall be computed as of the last trading day in 2018. While the Executive acknowledges that he is responsible to pay income taxes applicable to any issuances of stock pursuant to meeting the Annual Award, the Company agrees that it shall withhold and pay the taxes on behalf of the Executive and will cover any additional taxes owed by the Executive via a net issuance at time of issuance of any shares related to the Annual Award and/or at the time of a Code 83(b) election, if so requested by the Executive. Treatment upon termination of employment Death or Disability All unvested award shares immediately vest on the applicable Termination Date. Voluntary quit All unvested award shares that did not yet vest will be cancelled on the last day of employment. Termination for Cause All unvested award shares that did not yet vest will be cancelled on the last day of employment. Termination without Cause or for Good Reason All unvested award shares immediately vest on the applicable Termination Date. The terms of any award under this Exhibit B shall be more fully set forth in an Award Agreement. It is expressly acknowledged and agreed that this Exhibit B is a summary of the contemplated terms of the applicable Award Agreement, which shall be subject to the Company’s receipt of all corporate approvals required by applicable law or the applicable rules and regulations prior to effectiveness thereof. To the extent that there is any conflict between the terms of this Exhibit B and the applicable Award Agreement, the terms of the Award Agreement shall govern. Exhibit C (Board Resolutions for Prospective Waiver of Corporate Opportunities) The Board of the Company has been advised by the Executive that he has a minority ownership interest in a retail CBD business known as Bellerose CBD Trade Co (“Bellerose”). It is currently located at 1000 Xxxxx Xxxxxxxx, Xxxxxx, XX 00000. The Company waives any and all rights to the Executive’s interest in Bellerose and the Executive shall be allowed to maintain its ownership interest in Bellerose even though some of Bellerose’s business may compete with the Company.