Exhibit 10.19


 


Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation
S-K. Redacted information is indicated by: ***.


 





CHARLOTTE’S WEB HOLDINGS, INC.


2425 55th Street, Suite 200


 


Boulder, Colorado 80301


 


Deanie Elsner


Via email:           ***





 


April 26, 2019


 


Dear Deanie:


 


Offer and Position


 


We are very pleased to extend an offer of employment
to you for the position of Chief Executive Officer of Charlotte’s Web Holdings, Inc, (the “Company”). This offer
of employment is conditioned on your satisfactory completion of certain requirements, as more fully explained in this letter. Your employment
is subject to the terms and conditions set forth in this letter.


 


Duties


 


In your capacity as Chief Executive Officer, you
will perform duties and responsibilities that are commensurate with your position and such other duties as may be assigned to you from
time to time. You will report directly to the Board of Directors. You agree to devote your full business time, attention and best efforts
to the performance of your duties and to the furtherance of the Company’s interests This requirement shall not restrict your service
at your option on the boards of directors of up to 2 other companies.


 


Location


 


Your principal place of employment shall be at
the Company’s headquarters located in Boulder, Colorado, subject to business travel as needed to properly fulfill your employment
duties and responsibilities. The Company acknowledges that you will initially be commuting to and from Boulder for some reasonable period
until establishing a permanent residence in the Boulder area.


 


Start Date


 


Subject to satisfaction of all of the conditions
described in this letter, your anticipated start date is on or about May 15, 2019 (“Start Date”). In order to ensure
a smooth transition to your new position, you agree to provide initial consulting services, as reasonably requested by the Company, commencing
on the date hereof until the Start Date.


 


Board Seat


 


You would be named a member of the Board of Directors
of the Company on your Start Date.


 






     


     


    




 


Base Salary


 


In consideration of your services, you will be
paid an initial base salary of $625,000 per year, subject to review by the Compensation Committee from time to time, payable in accordance
with the standard payroll practices of the Company and subject to all withholdings and deductions as required by law.


 


Annual Bonus


 


You will be eligible to participate in the Company’s
annual short-term incentive bonus plan on the same terms and conditions as other similarly situated executives. For 2019, your target
bonus opportunity will be 100% of your base salary, with a maximum payout opportunity of 150% of your base salary, For 2019, this bonus
amount will be prorated in accordance with the number of days of your employment in 2019. Actual payments will be determined based on
Company results and individual performance against applicable performance metrics to be jointly developed between you and the Company.
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
year.


 


Initial Equity Grant


 


Effective as soon as practicable, the Company
will award you an equity grant valued at $2,000,000 which will consist of 25% stock options (based on a normal and customary Black-Scholes
valuation) and 75% restricted stock award, each of which will vest on a four-year vesting schedule with 25% of each award vesting on each
anniversary date.


 


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 2020, your target equity
incentive opportunity will be 200% of your base salary, with the expectation that this equity award will consist of 75% stock options
and 25% restricted stock awards, each of which will vest on a four-year vesting schedule with 25% of each award vesting on each anniversary
date.


 


Benefits and Perquisites


 


You will be eligible to participate in the employee
benefit plans and programs generally available to the Company’s executives, subject to the terms and conditions of such plans and
programs, which are anticipated to include (i) full health and dental for family; (ii) disability and life insurance; (iii) 401(k) (with
Company match at 100% of first 3% and 50% of next 2%); (iv) access to free company products in accordance with Company plans and programs;
and (v) reimbursement for reasonable costs incurred in relocation of family and personal effects. These costs are expected to include
reimbursement for moving and relocation expenses up to an aggregate amount of $50,000. In addition, the Company will also reimburse you
for up to 6 months of temporary housing in the Boulder area. All reimbursed relocation expenses will be analyzed to determine what may
be taxable income to you. Any taxes due on these amounts will be paid directly to the government and this tax payment will be grossed
up to you as a tax reimbursement.


 


You will be entitled to paid vacation of 4 weeks
per year. You will also be entitled to the fringe benefits and perquisites that are made available to other similarly situated executives
of the Company, each in accordance with and subject to the eligibility and other provisions of such plans and programs, The Company reserves
the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason.


 






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Withholding


 


All forms of compensation paid to you as an employee
of the Company shall be less all applicable withholdings.


 


At-will Employment


 


Your employment with the Company will be for no
specific period of time, Rather, your employment will be at-will, meaning that you or the Company may terminate the employment relationship
at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation
and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed
by an authorized officer of the Company.


 


In the event that the Company terminates your
employment for a reason other than for cause, you will be entitled to have your base salary paid for an additional 12 months by the Company,
as long as you remain in compliance during that 12 month period with the terms of the Employee Confidentiality, Non-Disclosure, Non-Compete
and Conflict of Interest Agreement referred to below. In addition, if the Company terminates your employment for a reason other than cause
prior to full vesting of the shares referred to under the caption “Initial Equity Grant”, the value of the total number of
unvested shares shall vest at the vesting dates scheduled above.


 


For purposes of this offer letter, “cause”
means: 1) continued failure to substantially perform the job’s duties (other than resulting from incapacity due to disability);
2) gross negligence, dishonesty, or violation of any reasonable rule or regulation of the Company where the violation results in significant
damage to the Company; or 3) engaging in other conduct which materially adversely reflects on the Company.


 


Governing Law


 


This offer letter shall be governed by the laws
of the State of Colorado without regard to conflict of law principles.


 


Contingent Offer


 


This offer is contingent upon:


 


		a.	Verification of your right to work in the United States, as demonstrated by your completion of an 1-9
form upon hire and your submission of acceptable documentation (as noted on the 1-9 form) verifying your identity and work authorization
within three days of your Start Date.



 


		b.	Satisfactory completion of reference checks.



 


		c.	Satisfactory completion of a background investigation.



 


		d.	Your execution of the Company’s industry-standard Employee Confidentiality, Non-Disclosure, Non-Compete
and Conflict of Interest Agreement, a copy of which is attached.



 


		e.	Approval by the Company Board of Directors.



 


This offer will be withdrawn if any of the above
conditions are not satisfied.


 






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Representations


 





By accepting this offer, you represent that you
are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities,
such as non-competition, non-solicitation or other work-related restrictions imposed by a current or former employer. You also represent
that you will inform the Company about any such restrictions and provide the Company with as much information about them as possible,
including any agreements between you and your current or former employer describing such restrictions on your activities. You further
confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you
from your current or former employer to the Company without written authorization from your current or former employer, nor will you use
or disclose any such confidential information during the course and scope of your employment with the Company. If you have any questions
about the ownership of particular documents or other information, you should discuss such questions with your former employer before removing
or copying the documents or information.


 


If you wish to accept this position, please sign
below and return this letter to me. This offer is open for you to accept until the close of business on April 26, 2019, at which time
it will be deemed to be withdrawn.


 


Deanie, we are all extremely excited to have you
join Charlotte’s Web and look forward to working with you as we build Charlotte’s Web into one of the world’s premiere
companies.


 


On behalf of Charlotte’s Web Holdings, Inc.


 





	Signed: 	/s/Joel Stanley	 
	Name: 	Joel Stanley	 
	Title: 	Executive Chairman	 



 


Acceptance of Offer


 


I have read and understood and I accept all the
terms of the offer of employment as set forth in the foregoing letter. I have not relied on any agreements or representations, express
or implied, that are not set forth expressly in the foregoing letter, and this letter supersedes all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect to the subject matter of this letter.


 


	Deanie Elsner	 
	 	 
	Signed: 	/s/Deanie Elsner	 
	Name:	 Deanie Elsner	 



 








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