Exhibit 10.24


 


Employment Agreement


 


This Agreement (the “Agreement”)
is made and entered into as of June 14th 2021 (the “Effective Date”) by and between Wessel Booysen a
resident of Colorado (the “Employee”), and Charlotte’s Web, Inc., a Delaware corporation, with principal
place of business at 1801 California St, Suite 4800 Denver, Colorado 80202 (the “Company”).


 


WHEREAS, the Company desires
to employ the Employee on the terms and conditions set forth herein; and


 


WHEREAS, the Employee desires
to be employed by the Company on such terms and conditions.


 


NOW, THEREFORE, in consideration
of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows


 


1.                 
Employment. The Company shall employ the Employee, and the Employee accepts continued employment with the Company, upon
the terms and conditions set forth in this Agreement, the Employee will be an at-will employee of the Company and the Employee or the
Company, acting solely through its Chief Executive Officer or a designee of the Chief Executive Officer, may terminate the Employee’s
employment with the Company for any reason or no reason at any time.


 


2.                 
Position. Employee’s title will be Executive Vice President and Chief Financial Officer (CFO). This is a full-time,
exempt position. Employee’s general duties and responsibilities are set forth on Schedule A hereto (the “Duties”).
This position is an exempt position, which means Employee will not be eligible for overtime pay.


 


3.                 
Compensation.


 


		a.	Base Salary. The Company will pay Employee a salary at the rate of Five Hundred and Thirty-Five
Thousand Dollars ($535,000.00) (USD) per year, payable in accordance with the Company’s standard payroll schedule subject to such
payroll and withholding deductions as are required by applicable law or authorized by the Employee. The Base Salary shall not be subject
to reduction during the Employment Period without the prior written consent of the Employee.



 


		b.	Bonus and Equity Compensation. The Employee may be eligible for Company bonus plans and long-term
equity or cash incentive compensation plans for the Company’s employees, to be determined in the Chief Executive Officer’s
sole discretion. This Position will be eligible for the companies following incentive plans.



 


		c.	New Hire Equity Grant.  Charlotte’s Web is also prepared to offer a $535,000.00 (USD) equity
grant in the form of 50 percent restricted stock awards and 50 percent stock options. The awards shall vest over a period of three years
with 1/3 of grant vesting per year and will commence on date of hire. At grant value is the common accounting valuation model known as
Black-Scholes used to determine the at grant value. The Black-Scholes model is the
system over record used to determine the number of stock options at the time of grant and is subject to change with each grant offering.



 






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The price of restricted stock awards are
determined on Fair Market Value which means, on a per share basis the principle market price based on common national securities exchange
or trading market, the official closing price per share for the regular market session on the date of principle exchange.


 


If the employee’s employment is
terminated all unvested shares and options will forfeit.


 


		d.	Short Term Bonus. For 2021and beyond, your target bonus opportunity will be 75% of earned compensation
in 2021 and annual earned compensation in future years, with a maximum payout opportunity of 150% of annual earned compensation. Actual
payments will be determined based on Company results and individual performance against applicable performance metrics Any annual bonus
with respect to a particular calendar year will generally be paid within two and a half months following the end of the calendar year.



 


		e.	Long-Term Incentive Program. You will be eligible to participate in the Company’s long-term
incentive program on similar terms and conditions as other similarly situated executives. Commencing in 2022, your target equity incentive
opportunity will be 100% of your base salary, with the exception that this equity award will consist of 50% stock options and 50% restricted
stock awards, each of which will vest of a four-year vesting scheduled with 25% of each award vesting on the company’s annual vesting
schedule.



 


		f.	Business Expenses. The Employee shall be entitled to reimbursement for all reasonable and actual
out-of-pocket business, entertainment, and travel costs and expenses incurred by the Employee in connection with the performance of the
Employee’s Duties hereunder upon presentation of receipts submitted to the Company on a timely basis and in accordance with the
Company’s expense reimbursement policies and procedures.



 


4.                 
Employee Benefits.


 


During each calendar year the Employee is employed
by the Company, the Employee shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the
Company, as in effect from time to time, including but not limited to any retirement savings plans (e.g. 401(k) plans), health, dental
and vision insurance plans, and short- and long-term disability and life insurance plans (collectively, “Employee Benefit Plans”),
on a basis which is no less favorable than is provided to other employees of the Company, to the extent consistent with applicable law
and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel any Employee Benefit Plans at
any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.


 






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Flexible Vacation Policy. As an exempt
employee, you will be eligible to participate in Charlotte’s Web’s Flexible Vacation Policy. Under this policy, you will not
accrue paid vacation time, but will be awarded the flexibility to take time off from your regular work schedule, with full pay, and no
effect to benefit eligibility. Paid time off under this policy is intended for vacation or other compelling reasons and is not intended
for certain types of leave outlined under Exceptions in the written policy.


 


5.                 
Employee Confidentiality.


 


		a.	Confidentiality. The Employee will keep in strict confidence, and will not, directly, or indirectly,
at any time, during or after the Employee’s employment with the Company, disclose, furnish, disseminate, make available or, except
in the course of performing the Employee’s duties of employment, use any trade secrets or confidential business and technical information
of the Company or its customers or vendors, without limitation as to when or how the Employee may have acquired such information. Such
confidential information shall include, without limitation, the Company’s unique selling, manufacturing, and servicing methods and
business techniques, training, service and business manuals, promotional materials, training courses and other training and instructional
materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information
and other business information (the “Confidential Information”). The Employee specifically acknowledges that all such
Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory
of the Employee and whether compiled by the Company, and/or the Employee, derives independent economic value from not being readily known
to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been
made by the Company to maintain the secrecy of such information, that such information is the sole property of the Company and that any
retention and use of such information by the Employee during the Employee’s employment with the Company (except in the course of
performing the Employee’s Duties to the Company) or after the termination of the Employee’s employment shall constitute a
misappropriation of the Company’s trade secrets. but not limited to photographs, motion pictures, documentaries, social media, television,
radio and Internet shows and appearances, webcasts, podcasts, live streaming events, YouTube channels, Twitter accounts, blogs, websites,
mobile phone applications and any other media-related products.



 


		b.	Return of Company Property. The Employee agrees that upon termination of the Employee’s employment
with the Company, for any reason, the Employee shall return to the Company, in good condition, all property of the Company, including
without limitation, the originals and all copies of any materials which contain, reflect, summarize, describe, analyze, or refer or relate
to any items of Confidential Information.



 






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6.                 
Non-Competition.


 





		a.	During his employment with the Company and for a period of one (1) year after termination from employment,
the Employee agrees not to compete with the Company Business on a worldwide basis. For purposes of this Agreement, “competition”
shall include: (i) owning, managing, operating, controlling, being employed by, consulting for, participating in, engaging in, rendering
any services for, assisting, having any financial interest in, permitting the Employee’s name to be used in connection with, or
being connected in any manner with the ownership, management, operation, or control of any Competitor of the Company or its affiliates;
(ii) interfering with the relationship between the Company and any current or former employee or consultant of the Company; (iii) soliciting
any of the Company’s customers or prospective customers on behalf of a Competitor; or (iv) soliciting, inducing, or attempting to
induce any current or prospective customer, supplier or other business relation of the Company or any of its affiliates to cease doing
business with the Company. For purposes of this Agreement, a “Competitor” is any person or entity that engages in the
same business as the Company Business at the date of execution of this agreement.



 


		b.	Exclusions. For greater clarity, nothing in this Agreement shall be construed as prohibiting the
Employee from (i) engaging in passive investment activities and business-related, community service, charitable and social activities
that do not interfere with the Employee’s performance of his Duties or his obligations hereunder or (ii) engaging in any activity
related to any person or entity engaged in a business that is not a Competitor. Employee shall at no time make any statements, claims
or render opinions that are expressly or impliedly connected to Company Business and that would violate the law of any government authority
including, but not limited to, rules, regulations or guidance promulgated by the United States Food and Drug Administration or the United
States Federal Trade Commission or Canadian or United States securities laws.



 


7.                 
Termination.


 


		a.	At Will Employment. The Employee’s employment hereunder shall be at-will, meaning that Employee
or Company may terminate the employment relationship at any time, with or without cause, and with or without notice, provided however
that, the Company agrees that termination of employment of the Employee by the Company can only be by action of the Chief Executive Officer
or designee of the Chief Executive Officer.



 


		b.	Termination without Cause or for Good Reason .



 


		i.	If the Company terminates Employee’s employment without Cause or Employee terminates for Good
                                                            Reason (as defined below), conditioned upon Employee signing the Separation Agreement and Full and Final Release of Claims attached
                                                            as Schedule B, the Company will pay to the Employee 12 months of base salary withing 60 days of termination. Payment shall be made
                                                            either pursuant to the Company’s regular payroll schedule over the remaining Employment Period, at the Company’s sole discretion, may be accelerated and paid
over a shorter period of time. Company also agrees to pay employee a prorated bonus based in the year of termination. The prorated bonus
shall be defined by the period of time of the last paid short term bonus date and the date of termination. Employee will also be entitled
to all vested equity at the point of termination



 






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		ii.	If Company terminates Employee’s employment with Cause, as defined below, Employee will be paid
his regular Base Salary through his separation date, after which no further monies shall be owed Employee under this Agreement. For purposes
of this Agreement, “Cause” shall include:



 


1.                 
Employee’s willful failure to materially perform his duties (other than any such failure resulting from incapacity due to
physical or mental illness); (ii) Employee’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in
each case, materially injurious to the Company or its affiliates; (iii) Employee’s conviction of or plea of guilty or nolo contendere
to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if
such felony or other crime is work-related, materially impairs the Employee’s ability to perform services for the Company or results
in material reputational or financial harm to the Company or its affiliates; (iv) Employee’s willful violation of a material policy
of the Company; or (v) Employee’s willful unauthorized disclosure of Confidential Information. For purposes of this provision, no
act or failure to act on the part of the Employee shall be considered “willful” unless it is done, or omitted to be done,
by the Employee in bad faith or without reasonable belief that the Employee’s action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice
of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the
best interests of the Company. Upon Employee’s request, the Board shall make a final determination for the Company of whether the
Company’s reason for terminating Employee’s employment meets the definition of “Cause” set forth in this sub-paragraph.


 


		iii.	For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the
following without the consent of Executive: (i) a material diminution in Executive’s authority, duties or responsibilities; (ii)
a breach of this Agreement by Company, (iii) a material change in the geographic location at which Executive must perform services or
reside; or (iv) a material change in base salary, or (v) or a material change in Executive’s annual bonus targets or eligibility
for incentive compensation.



 


		c.	Termination by the Employee.



 


		i.	Due to the specialized nature of Employee’s position as Executive Vice President and Chief Financial
Officer, in order to maintain continuity in financial operations in the event of
Employee’s departure, Company requests three months’ notice from Employee prior to a voluntary departure from the Company
by Employee. As consideration for this notice, if Employee provides three months’ notice of Employee’s termination of employment
under the Agreement prior to the end of the Employment Period without Good Reason, conditioned upon Employee signing the Separation Agreement
and Full and Final Release of Claims attached as Schedule B, Company will pay Employee severance in the gross amount of thirty thousand
dollars ($30,000.00) to be paid in increments of Base Salary over the Company’s regular payroll schedule until the full amount is
paid.



 






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7                   Change
in Control Termination.


 


Notwithstanding any other provision set forth
in the Offer Letter, if your employment with the Company is terminated without Cause as defined herein within twelve (12) months following
a Change in Control, you shall be entitled to receive a lump sum payment equal to two (2) times the sum of your annual base salary and
100% target bonus for the year in which the Termination Date occurs, furthermore employee shall immediate vest all equity awarded to the
employee up until the time of termination, which shall be paid within 90 days following the Termination Date. The Company’s obligation
to make the payments described in this Section 5 are expressly conditioned on your execution and non-revocation of the Release Agreement,
as well as your continued compliance with the Restrictive Covenant Agreement.


 


		ii.	For purposes of this Letter Agreement, a “Change in Control” means the first of the
following to occur: (i) a Change in Ownership of the Company, (ii) a Change in Effective Control of the Company, or (iii) a Change in
the Ownership of Assets of the Company, as described herein and construed in accordance with Code section 409A:



 


		iii.	A “Change in Ownership of the Company” shall occur on the date that any one Person acquires,
or Persons Acting as a Group acquire, ownership of the capital stock of the Company that, together with the stock held by such Person
or Group, constitutes more than 50% of the total fair market value or total voting power of the capital stock of the Company. However,
if any one Person is, or Persons Acting as a Group are, considered to own more than 50%, on a fully diluted basis, of the total fair market
value or total voting power of the capital stock of the Company, the acquisition of additional stock by the same Person or Persons Acting
as a Group is not considered to cause a Change in Ownership of the Company or to cause a Change in Effective Control of the Company (as
described below). An increase in the percentage of capital stock owned by any one Person, or Persons Acting as a Group, as a result of
a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock.



 


		iv.	A “Change in Effective Control of the Company” shall occur on the date either (A) a majority
of members of the Company’s Board is replaced during any 12-month period by directors
whose appointment or election is not endorsed by a majority of the members of the Company’s Board before the date of the appointment
or election, or (B) any one Person, or Persons Acting as a Group, acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such Person or Persons) ownership of stock of the Company possessing 50% or more of the total voting
power of the stock of the Company.



 






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		v.	A “Change in the Ownership of Assets of the Company” shall occur on the date that any one
Person acquires, or Persons Acting as a Group acquire (or has or have acquired during the 12-month period ending on the date of the most
recent acquisition by such Person or Persons), assets from the Company that have a total gross fair market value equal to or more than
50% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For
this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such assets.



 


		b.	The following rules of construction apply in interpreting the definition of Change in Control:



 


		vi.	A “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended, other than employee benefit plans sponsored or maintained by the Company
and by entities controlled by the Company or an underwriter, initial purchaser or placement agent temporarily holding the capital stock
of the Company pursuant to a registered public offering.



 


		vii.	Persons will be considered to be Persons Acting as a Group (or Group) if they are owners of a corporation
that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a
Person owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction,
such stockholder is considered to be acting as a Group with other stockholders only with respect to the ownership in that corporation
before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons will
not be considered to be acting as a Group solely because they purchase assets of the same corporation at the same time or purchase or
own stock of the same corporation at the same time, or as a result of the same public offering.



 


		viii.	A Change in Control shall not include a transfer to a related person as described in Code section 409A
or a public offering of capital stock of the Company.



 






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		ix.	For purposes of the definition of Change in Control, Section 318(a) of the Code applies to determine stock
ownership. Stock underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying
an unvested option is not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however,
if a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulation §1.83-3(b) and (j)),
the stock underlying the option is not treated as owned by the individual who holds the option.



 


8.                 
Taxes.


 


All forms of compensation referred to in this
Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. Employee
agrees that the Company does not have a duty to design its compensation policies in a manner that minimizes his tax liabilities, and Employee
will not make any claim against the Company or the Board related to tax liabilities arising from how the Company’s compensation
policies are designed.


 


9.                 
Indemnification.


 


The Company agrees to indemnify the Employee as
follows:


 


In the event that the Employee is made a party
or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason
of the fact that the Employee is or was an employee, director or officer of the Company, or any affiliate of the Company, or is or was
serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint
venture, trust, or other enterprise, including but not limited to, any such action, suit or proceeding, whether civil, criminal, administrative,
or investigative, related to the Employee’s liability under applicable securities laws in any capacity (except in the capacity as
selling shareholder) regarding or arising from the Company’s disclosure in any preliminary or final prospectus in connection with
the Company’s initial public offering and secondary offering of the Company’s common shares in Canada or public filings of
the Company related thereto (a “Proceeding”), other than any Proceeding initiated by the Employee or the Company related to
any contest or dispute between the Employee and the Company or any of its affiliates with respect to this Agreement or the Employee’s
employment hereunder, the Employee shall be indemnified and held harmless by the Company to the maximum extent permitted under applicable
law and the Company’s bylaws from and against any liabilities, damages, costs, claims, and expenses, including all costs and expenses
incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Employee in defense of such
Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon
receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature
of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf
of the Employee to repay the amounts so paid if it shall ultimately be determined that the Employee is not entitled to be indemnified
by the Company under this Agreement.


 






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During the term of Employee’s employment
and for a period of six (6) years thereafter, the Company or any successor to the Company shall purchase and maintain, at its own expense,
directors’ and officers’ liability insurance providing coverage to the Employee on terms that are no less favorable than the
coverage provided to other directors and executives of the Company.


 


10.                
Interpretation, Amendment and Enforcement.


 


This Agreement and Schedule A constitute
the complete agreement between Employee and the Company, contain all of the terms of Employee’s employment with the Company and
supersede any prior agreements, representations or understandings (whether written, oral or implied) between Employee and the Company.
This Agreement may not be amended or modified, except by an express written agreement signed by both Employee and a duly authorized officer
of the Company. The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this
Agreement or arising out of, related to, or in any way connected with, this Agreement, Employee’s employment with the Company or
any other relationship between Employee and the Company will be governed by Colorado law, excluding laws relating to conflicts or choice
of law. Employee and the Company submit to the exclusive personal jurisdiction of the state courts located in Denver, Colorado or the
federal courts in Denver County, Colorado in connection with any proceedings to compel arbitration and/or to seek remedies as set forth
in the following Section 12 of this Agreement. For the avoidance of doubt, the Company and Employee agree that the employment relationship
created hereunder shall arise under laws of the State of Colorado.


 


11.                
Arbitration.


 


Any controversy or claim arising out of this Agreement
and any and all claims relating to Employee’s employment with the Company will be settled by final and binding arbitration instead
of by filing a lawsuit in court. Company and Employee mutually agree that by entering into this agreement to arbitrate, both waive their
right to have any dispute or claim brought, heard or arbitrated as a class action, collective action, and/or representative action, and
an arbitrator shall not have any authority to hear or arbitrate any class, collective, or representative action. The arbitration will
take place in Boulder, Colorado, or, at Employee’s option, the County in which Employee primarily worked when the arbitrable dispute
or claim first arose. The arbitration will be administered by the American Arbitration Association under its National Rules for the Resolution
of Employment Disputes. Any award or finding will be confidential. Employee and the Company agree to provide one another with reasonable
access to documents and witnesses in connection with the resolution of the dispute. The Company will bear the cost of the arbitrator’s
fee and any other expense or cost above that which Employee would be required to bear if Employee were to bring the dispute or claim in
court. Each party will be responsible for its own attorneys’ fees, and the arbitrator may not award attorneys’ fees unless
a statute or contract at issue specifically authorizes such an award. This Section 12 does not apply to claims for workers’ compensation
benefits or unemployment insurance benefits. To the extent permitted by law, either party may seek provisional relief from any court with
jurisdiction to grant such relief to preserve the status quo, prevent irreparable harm, or to prevent the frustration of the purpose or
effectiveness of any arbitration.


 






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12.                Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction (or as determined by an arbitrator) to be enforceable
only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect
the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification
to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court (or
arbitrator) is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable
provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision,
adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and
agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as
so modified by the court shall be binding upon and enforceable against each of them.


 


13.                
Captions.


 


Captions and headings of the sections and paragraphs
of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption
or heading of any section or paragraph.


 


14.                
Counterparts.


 


This Agreement may be executed in separate counterparts,
each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument and such counterparts
may be delivered electronically.


 


15.                
409A.


 


		a.	This Agreement is intended to comply with Section 409A of the United States Internal Revenue Code (“Section
409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any
other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies
with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation
pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent
possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment.



 


		b.	Any payments to be made under this Agreement upon a termination of employment shall only be made upon
a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the
payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any
portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section
409A.



 






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		c.	Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Employee
in connection with his/her termination of employment is determined to constitute “nonqualified deferred compensation” within
the meaning of Section 409A and the Employee is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i),
then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of
termination of Employee’s employment or, if earlier, on the Employee’s death (the “Specified Employee Payment Date”).
The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts
calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Employee’s
separation from service occurs shall be paid to the Employee in a lump sum on the Specified Employee Payment Date and thereafter, any
remaining payments shall be paid without delay in accordance with their original schedule.



 


		d.	To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement
shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided,
during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar
year; (ii) any reimbursement of an eligible expense shall be paid to the Employee on or before the last day of the calendar year following
the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall
not be subject to liquidation or exchange for another benefit.



 


16.                
Successors and Assigns.


 


This Agreement is personal to the Employee and
shall not be assigned by the Employee. Any purported assignment by the Employee shall be null and void from the initial date of the purported
assignment. The Company shall assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation,
or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company
and permitted successors and assigns.


 


17.                
Notices.


 


Notices and all other communications provided
for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested,
or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):


 


If to the Company:


 


Charlotte’s Web Holdings, Inc.


Attention:
Chief Executive
 Officer 1801 California St. Suite 4800
 Denver, CO 80202


 






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With copy to:


 


Littler Mendelson P.C.


 


c/o Charlotte’s Web Holdings, Inc. 

Attention:
Jennifer S. Harpole

1900 Sixteenth Street, Suite 800

Denver, CO 80202


 


18.             
Survival.


 


Upon the expiration or other termination of this
Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent
necessary to carry out the intentions of the parties under this Agreement.


 


19.             
Acknowledgement of Full Understanding.


 


EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS
FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO
ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.


 


****Signature Page Follows****


 






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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.


 


	 	Charlotte’s Web Holdings,
    Inc.
	 	 
	 	Deanie Elsner
	 	Chief
    Executive Officer
	 	  
	 	Date:
	 	 
	 	 
	 	Employee:
	 	 
	 	Accepted and agreed to as of
	 	 
	 	Wessel Booysen
	 	 
	 	June 11, 2021
	 	Date:
	 	 




 






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Attachments


 


Schedule A: Duties


Schedule B: Separation Agreement and Full and Final Release
of Claims


 






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SCHEDULE A


 


DUTIES


 


Employee shall have the duties and responsibilities customary for the
role of Executive Vice President and Chief Financial Officer, including, but not limited to the following.


 


		·	Act as Executive Vice President along with all duties aligned with Chief Financial Officer



 


		·	Provide leadership, direction and management of the finance and accounting team



 


		·	Provide strategic recommendations to the CEO/president and members of the executive management team
and board



 


		·	Managing the processes for financial forecasting and budgets, and overseeing the preparation of all
financial reporting



 


		·	Identify, solicit and manage all functions related to financial institutions, funding sources and equity relationships



 


		·	Advising on long-term business and financial planning



 


		·	Establishing and developing relations with senior management and external partners and stakeholders



 


		·	Reviewing all formal finance, operations, and IT related procedures



 


		·	Review and organize the accounting function



 


		·	Lead M/A activities



 


		·	Create strategies around capital and Cash management



 


		·	Assist CEO and monitor and lead governance protocols



 


		·	Ensure government compliance on all financial activities



 


		·	Monitor capital markets for investment and opportunity



 


		·	Provide strategic direction to the CEO and board



 


		·	Provide superior leadership on all aspects of strategy and finance to the organization



 


		·	All other duties assigned and deemed appropriate by the Chief Executive Officer



 



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SCHEDULE B


 


SEPARATION AGREEMENT AND FULL AND
FINAL RELEASE OF CLAIMS


 


Wessel Booysen
a resident of Colorado (the “Employee”), and Charlotte’s Web, Inc., a Delaware corporation, with principal
place of business at 1801 California St, Suite 4800 Denver, Colorado 80202 (the “Company”). enter into this Separation
Agreement and Full and Final Release of Claims (“Agreement”). The parties mutually wish to professionally address any outstanding
issues and in consideration of the benefits, promises, and covenants contained herein, agree as follows:


 


1.                 
Separation. Employee separated from his employment with the Company effective [ ] (“Separation Date”),
thereby discontinuing any employer/employee relationship between the Company and Employee.


 


2.                 
Consideration. In consideration of the promises and covenants set forth in this Agreement, and Employee’s compliance
with this Agreement, the Company agrees to pay Employee: (1) severance in the amount off [ ], representing [ ] weeks of
Employee’s base salary, to be paid to Employee on the Company’s regular payroll schedule in the same manner as if Employee
remained employed. The first payment will be made no later than seven (7) business days after the Effective Date of this Agreement (as
defined in Paragraph 19, below). Employee acknowledges that this payment includes, and is in excess of, any claimed earned but unpaid
PTO under Company policy. This severance is conditioned upon the return by Employee of all Company property and information, including,
but not limited to, hardware, software, passwords, knowledge of any and all Company systems and any and all other Company information
that Employee has and/or that Company may request. Continued payments on the Company’s regular payroll schedule are conditioned
on Employee’s continued compliance with the terms of this Agreement and Employee’s Employment Agreement, including, but not
limited to the confidentiality and non-disparagement provisions of this Agreement and the non-compete provision of Employee’s Employment
Agreement. These payments will be paid in accordance with the Company’s regular payroll practices, and Employee recognizes that
the Company will withhold from these payments applicable federal and state taxes, Federal Insurance Contributions Act (“F.I.C.A.”),
and other standard payroll deductions.


 


3.                  Release.
Employee hereby releases and forever discharges the Company, its parents, affiliates, predecessors, successors and assigns
(including, but not limited to, CW Hemp and Charlotte’s Web) and each of their officers, directors, agents, and employees, in
their individual and official capacities, (collectively referred to herein as the “Released Parties”) from any and all
claims, liabilities, costs, and damages of any nature whatsoever, both known and unknown, including, but not limited to, any claims
based on rights under the Civil Rights Act of 1964, as amended (“Title VII”); the Americans with Disabilities Act; the
Age Discrimination in Employment Act (“ADEA)”; the Family and Medical Leave Act; the Employee Retirement Income Security
Act; the National Labor Relations Act, as amended; Sections 1981 of Title 42 of the United States Code; any and all state
discrimination laws, including, but not limited to, the Colorado Anti-Discrimination Act, Colorado Wage Act, and Colorado Minimum
Wage Order 34 and its predecessors; and any and all statutory claims and common law causes of action for breach of contract or tort,
including but not limited to claims of wrongful discharge, fraud, promissory estoppel, intentional infliction of emotional distress,
defamation, and assault, which he has or may have against any of the Released Parties for any alleged act or omission related to the
Employee’s employment with the Company under the Employment Agreement, separation from such employment with the Company, and
Employee’s relationship as an employee to date with the Company which occurred on or at any time prior to the date of
Employee’s execution of this Agreement (the “Released Claims”).


 






    Page 16  of 21


     


    

 


4.                 
Covenant Not to Sue. Employee agrees never to institute, directly or indirectly, any action or proceeding of any kind against
the Released Parties based on or arising out of the Released Claims. Excluded from this Agreement are any claims which cannot be waived
by law. Nothing in this Agreement impacts any right Employee may have to unemployment compensation benefits or workers’ compensation
benefits, or to file a charge of discrimination with the Equal Employment Opportunity Commission or similar governmental agency responsible
for enforcing the laws prohibiting discrimination. Employee does waive, however, his right to any monetary recovery should any agency
pursue any of the Released Claims on Employee’s behalf. The Release set forth above applies to any claims brought by any person
or agency on behalf of Employee or any class action pursuant to which Employee may have any right or benefit. Employee covenants and agrees
not to participate in any class action that may include or encompass any of the Released Claims and further promises not to accept any
recoveries or benefits which may be obtained on Employee’s behalf by any other person or agency or in any class action and assign
any such recovery or benefit to the Company. This Agreement specifically includes, but not by way of limitation, all claims which might
be asserted by or on behalf of Employee in any suit or claim against the Released Parties, for or on account of any matter related to
the Release Claims up to and including the present time. Employee represents and warrants that to the best of his knowledge, no other
person or entity other than Employee is entitled to assert any claims of any kind or character based on or arising out of, and alleged
to have been suffered by, in, or as a consequence of Employee’s employment with the Company under the Employment Agreement, separation
from such employment with the Company, and Employee’s relationship as an employee to date with the Company.


 


5.                 
Confidentiality of the Terms of this Agreement. Employee and the Company agree that this Agreement may be used as evidence
in a subsequent proceeding in which any of the parties allege a breach of this Agreement. However, Employee agrees that the fact that
Employee and the Company have reached this Agreement and its terms, specifically including, but not limited to, the amount paid hereunder,
will be treated as a strictly confidential matter between the parties, and will not be disclosed by Employee to any third party or entity,
save and except (a) Employee’s attorneys, tax advisors and spouse, provided each of the foregoing are advised by Employee of this
confidentiality requirement, and each agrees to maintain full confidentiality; (b) governmental agencies; and (c) pursuant to a lawfully
issued subpoena from a court of competent jurisdiction. This confidentiality provision is a material and substantial term of this Agreement.


 


6.                  Confidentiality
of Company Information; Return of Company Property. Employee further reaffirms that he understands and acknowledges his
obligation to keep confidential all confidential and proprietary information of the Company as defined in the Employee’s
Employment Agreement. Employee represents that he has returned all property and information belonging to the Company, including, but
not limited to, the access badge, manuals, and all technical information, formulations, raw materials data, customer information,
pricing information, brochures, specifications, quotations, marketing strategies, inventory records and sales records. Employee
acknowledges that he has not kept any copies, nor made or retained any abstracts or notes of such information.


 


 



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7.                 
No Admission of Liability. The terms of this Agreement are a compromise and settlement of any disputed claims, including,
but not limited to, any claims for earned but unpaid PTO under Company policy, the validity, existence, or occurrence of which are expressly
denied by the Company. This Agreement does not constitute, and shall not be construed as, an admission by the Company of any breach of
contract or other violation of any right of Employee, or any harm to him of any kind whatsoever, or of any violation of any federal, state,
or local statute, law, or regulation. To the contrary, the Company denies any liability whatsoever to Employee.


 


8.                 
No Obligation to Reemploy. Employee agrees and recognizes that his employment relationship with the Company has been permanently
and irrevocably severed; and that the Company has no obligation, contractual or otherwise, to reemploy or hire him in the future. Employee
agrees that he will not apply for employment with the Company at any time. However, nothing in this Agreement prevents employee from consulting
or engaging as an independent contractor with an affiliate of Company pursuant to any separate agreement as may be reached between the
parties thereto.


 


9.                 
Non-disparagement. Employee agrees not to make any disparaging remarks to any third party regarding Company, its parents,
affiliates, predecessors, successors and assigns (including, but not limited to, CW Hemp and Charlotte’s Web) as well as the president,
officers and agents of the same. The Company agrees to use its best efforts to ensure that no officer, director or agent of the Company
makes any disparaging remarks to any third party regarding the Employee. Notwithstanding the foregoing, nothing in this Agreement shall
prohibit Employee or the Company (or its officers, directors or agents) from: (1) making truthful statements or disclosures that are required
by applicable law, regulation or legal process; or (2) requesting or receiving confidential legal advice. For purposes of this Section
9, “disparage” shall mean any negative statement, whether written or oral, about the people, products or services provided
by any of the aforementioned persons or entities. The parties agree and acknowledge that this non-disparagement provision is a material
term of this Agreement, the absence of which would have resulted in the Company and Employee refusing to enter into this Agreement.


 


10.             
Continuation of Benefits. Effective at the close of business on the Separation Date, Employee’s participation in and
entitlement to all fringe benefits or employee benefit plans or programs shall cease, except for Employee’s participation in the
group health insurance plan which shall not terminate until the last day of the month of the Separation Date. Nothing in this Agreement
is intended to waive or abridge any rights Employee has which were vested on or before the Separation Date or any right of Employee to
continued benefits under applicable federal or state law.


 


11.              Adequacy
of Consideration. The undersigned affirms that the terms stated herein constitute the only consideration for their signing this
Agreement, that no other promises or agreements of any kind have been made by any person or entity to cause them to execute this
Agreement. Employee acknowledges that the consideration recited in this Agreement is adequate to make it final and binding, and is
in addition to payments or benefits to which Employee would otherwise be entitled as a former employee of the Company, including,
but not limited to, any claimed earned but unpaid PTO under Company policy. Employee acknowledges and agrees that he has received
all compensation due and owing to Employee by the Company with the sole exception of certain sums, not yet calculable, as payment in
full for normal wages through [ ], which sum shall be paid regardless of Employee’s execution of this Agreement.
Employee acknowledges that except as set forth herein, he is not entitled to any further payment of base salary, wages, bonuses,
commissions, accrued unused paid leave, or valid expense reimbursements. Employee recognizes that the Company will withhold from
this payment applicable federal and state taxes, F.I.C.A., and other standard payroll deductions including, not limited to, any
applicable benefits.


 






    Page 18  of 21


     


    

 


12.             
Reference. Company agrees to provide employment and/or consulting references to Employee upon request in a form mutually
agreed upon between Company and Employee.


 


13.             
Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original
for all purposes.


 


14.             
Governing Law and Forum. This Agreement shall in all respects be interpreted, enforced, and governed by the internal laws
of the State of Colorado. The language of this Agreement shall be construed as a whole, according to its fair meaning, and shall not be
construed strictly for or against either of the parties. The parties hereto irrevocably submit to the in personam jurisdiction
and exclusive venue of the local, state and federal courts of Denver County, Colorado for the purposes of all legal proceedings arising
out of or relating to this Agreement or the subject matter thereof. Each party waives the right to contest exclusive venue as prescribed
herein by any motion to transfer, motion for forum non-conveniens or any related motions.


 


15.             
Severability. If any provision of this Agreement is held by final judgment to be invalid, illegal or unenforceable, such
invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement
shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as
so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid,
legal and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential
consideration to be delivered under this Agreement by one party to the other, the remaining provisions of this Agreement shall also be
modified to the extent necessary to equitably adjust the parties’ respective rights and obligations hereunder.


 


16.             
Entire Agreement. This Agreement contains the entire understanding between the parties hereto concerning the subject matter
contained herein and supersedes any prior written or oral agreements between the parties. Provided, however, that nothing in this Agreement
affects the continuing obligations contained in the Employment Agreement and Name and Likeness Agreements between Employee and Company
(including, but not limited to, the indemnification provision of the Employment Agreement) which remain in full force and effect.


 


17.              Arbitration.
Any controversy or claim arising out of this Agreement and any and all claims relating to Employee’s employment with the
Company will be settled by final and binding arbitration instead of by filing a lawsuit in court. Company and Employee mutually
agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or
arbitrated as a class action, collective action, and/or representative action, and an arbitrator shall not have any authority to
hear or arbitrate any class, collective, or representative action. The arbitration will take place in Denver, Colorado, or, at
Employee’s option, the County in which Employee primarily worked when the arbitrable dispute or claim first arose. The
arbitration will be administered by the American Arbitration Association under its National Rules for the Resolution of Employment
Disputes. Any award or finding will be confidential. Employee and the Company agree to provide one another with reasonable access to
documents and witnesses in connection with the resolution of the dispute. The Company will bear the cost of the arbitrator’s
fee and any other expense or cost above that which Employee would be required to bear if Employee were to bring the dispute or claim
in court. Each party will be responsible for its own attorneys’ fees, and the arbitrator may not award attorneys’ fees
unless a statute or contract at issue specifically authorizes such an award. This Section 127does not apply to claims for
workers’ compensation benefits or unemployment insurance benefits. To the extent permitted by law, either party may seek
provisional relief from any court with jurisdiction to grant such relief to preserve the status quo, prevent irreparable harm, or to
prevent the frustration of the purpose or effectiveness of any arbitration.


 






    Page 19  of 21


     


    

 


18.             
Modification. Company and Employee agree that the covenants and/or provisions of this Agreement may not be modified by any
subsequent agreement unless the modifying agreement is in writing and signed by both parties.


 


19.             
Consideration Period. Employee acknowledges that the terms of this Agreement fully comply with the Older Workers’
Benefits Protection Act of 1990. Specifically, Employee acknowledges that:


 


		a.	The terms of this Agreement are not only understandable, but they are fully understood by Employee;



 


		b.	Employee has been advised of the right to consult with an attorney before entering this Agreement, and
has exercised such right to the extent Employee wishes to do so;



 


		c.	Employee has been given adequate time, up to twenty-one (21) days if he so desires, to consider, execute,
and return this Agreement to the Company, ATTN: Head of Human Resources 1801 California Suite 4800, Denver CO 80202; and



 


		d.	Employee understands that this Agreement may be revoked by Employee up to seven (7) days after its execution
by Employee, following which time it is final and binding (“Effective Date”). In order to revoke, Employee must deliver to
the Company a signed written statement of revocation to the Company, ATTN Head of Human Resource, 1801 California, Denver CO 80202 , on
or before the seventh (7th) day following Employee’s signing the Agreement.



 


[Remainder of Page Intentionally Left Blank;
Signature Page to Follow]


 






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Delivered to Employee
on 
                                                     


 


AGREED AND ACCEPTED:


 


	EMPLOYEE	 	COMPANY
	 	 	 
	By:	                           	 	By:	                           
	 	 	 


	Date:	                    	 	Date:	           
	 	 	 
	Address:	 	 
	 	 	 
	Email:	 	 
	 	 	 
	Phone:    	 	 


 



    Page 21  of 21