Exhibit
10.14


 


RELEASE
AGREEMENT


 


THIS
RELEASE AGREEMENT (this “AGREEMENT”) is made by and between Redwood Green Corp., a corporation organized and existing
under the laws of the State of Nevada, with its principal place of business located at 866 Navajo Street, Denver, CO 80204 (“RGC”)
and Michael Saxon, an individual residing at 581 Manakin Towne Place, Manakin-Sabot, VA 23103 (“EXECUTIVE”). For purposes
of this AGREEMENT, “EMPLOYER” shall include RGC and all of its divisions, parents, subsidiaries, affiliates or related
entities, its and their past, present and future officers, directors, trustees, members, shareholders, partners, insurers, attorneys,
legal representatives, employees and agents and all of its and their respective heirs, executors, administrators, successors and
assigns.


 


WHEREAS,
EXECUTIVE had been employed by RGC for a period of time pursuant to an Employment Agreement dated as of February 21, 2020 (the
“EMPLOYMENT AGREEMENT”) (a copy of the EMPLOYMENT AGREEMENT is attached hereto as Exhibit “A” and made
a part hereof); and


 


WHEREAS,
EXECUTIVE’s employment with RGC terminated effective June 30, 2020 (the “SEPARATION DATE”) other than For Cause
(as defined in the EMPLOYMENT AGREEMENT) pursuant to Section 5.1(a)(iv) of the EMPLOYMENT AGREEMENT by action of RGC’s Board
of Directors; and


 


WHEREAS,
RGC and EXECUTIVE deem it to be in their mutual interest to amicably resolve any disputes which may exist between them and to
provide for the manner in which they will hereafter conduct themselves in relation to each other.


 


NOW,
THEREFORE, in consideration of their mutual promises as set forth herein and intending to be legally bound hereby, RGC and EXECUTIVE
agree as follows:


 


1. The
foregoing recitals are incorporated herein as if set forth in their entirety.






2. In
settlement of all RELEASED CLAIM(S) (as defined herein) EXECUTIVE had, has or may have against EMPLOYER, as well as in exchange
for the representations, warranties, and covenants made by EXECUTIVE in this AGREEMENT, RGC shall:


 


		(a)	pay
                                         EXECUTIVE, as severance, his base salary in effect on the SEPARATION DATE ($360,000.00
                                         annualized) for a period of twelve (12) months in accordance with the terms and conditions
                                         of the EMPLOYMENT AGREEMENT including, but not limited to, those in Section 5.2 (d) of
                                         the EMPLOYMENT AGREEMENT (the “PERIODIC PAYMENTS”). The PERIODIC PAYMENTS
                                         required pursuant to this Subparagraph of this AGREEMENT shall: (i) be made less applicable
                                         federal, state and local withholdings and authorized deductions in accordance with RGC’s
                                         normal payroll practices in effect from time to time and applicable law; (ii) begin to
                                         be made on or about RGC’s next regularly scheduled payday that occurs at least
                                         ten (10) calendar days after receipt by the General Counsel of RGC (“GC”)
                                         of the original of this AGREEMENT executed by EXECUTIVE, as well as any other documentation
                                         required by this AGREEMENT, provided EXECUTIVE has not exercised his right of revocation
                                         pursuant to this AGREEMENT; (iii) be made payable to EXECUTIVE; and (iv) either (a) be
                                         mailed to EXECUTIVE at his address as set forth above or at another address provided
                                         to the individual then holding the office of GC in writing or (b) made via direct deposit
                                         to EXECUTIVE’s payroll bank account of record with RGC; and



 





	Michael Saxon Release Agreement	 
	 	Initial Here: _____/_____


 






     


     


    

 


		(b)	RGC
                                         shall pay EXECUTIVE $1,400 monthly for the period beginning July 1, 2020 and continuing
                                         through June 30, 2021 (the “BENEFIT PERIOD”) in lieu of a monthly premium
                                         on behalf of EXECUTIVE for coverage under the Consolidated Omnibus Budget Reconciliation
                                         Act of 1986 (“COBRA”), given that EXECUTIVE is not currently covered by RCG
                                         group medical insurance, and this shall satisfy the respective requirement per Section
                                         5.2(d) of the EMPLOYMENT AGREEMENT. The payments for benefits under this Subparagraph
                                         of this AGREEMENT are hereinafter referred to as the “BENEFIT PAYMENTS”. 
                                         The BENEFIT PAYMENTS required pursuant to this Subparagraph of this AGREEMENT shall begin
                                         to be made after receipt by GC of the original of this AGREEMENT executed by EXECUTIVE,
                                         provided EXECUTIVE has not exercised his right of revocation pursuant to this AGREEMENT;
                                         and



 


		(c)	hereby
                                         waive repayment of the signing bonus paid to EXECUTIVE under Section 2.1(a)(i) of the
                                         EMPLOYMENT AGREEMENT (the “REPAYMENT WAIVER”). The REPAYMENT WAIVER shall
                                         be effective immediately upon EXECUTIVE’s execution of this AGREEMENT, provided
                                         EXECUTIVE has not exercised his right of revocation pursuant to this AGREEMENT; and



 


		(d)	permit
                                         EXECUTIVE to retain and not return the company-issued laptop computer provided by RGC
                                         to him (the “LAPTOP RETENTION”). The LAPTOP RETENTION shall be effective
                                         immediately upon EXECUTIVE’s execution of this AGREEMENT, provided EXECUTIVE has
                                         not exercised his right of revocation pursuant to this AGREEMENT; and



 


		(e)	For
                                         purposes of this AGREEMENT, the PERIODIC PAYMENTS, the BENEFIT PAYMENTS and the value
                                         of the REPAYMENT WAIVER (i.e., $150,000.00) shall collectively be referred to as the
                                         SEVERANCE PAYMENTS; and



 


		(f)	EXECUTIVE
                                         shall receive appropriate tax reporting documentation for the payments set forth in this
                                         Paragraph of this AGREEMENT. Furthermore, all payments made to EXECUTIVE shall be made
                                         in accordance with any applicable law.



 





	Michael Saxon Release Agreement	 
	 	Initial Here: _____/_____


 






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3. In
consideration of the promises and undertakings of RGC under this AGREEMENT, EXECUTIVE makes the following representations, warranties,
and covenants:


 


		(a)	that
                                         for purposes of this AGREEMENT, any reference to monies paid to or on behalf of EXECUTIVE
                                         shall be deemed to be the entire gross amount of the SEVERANCE PAYMENTS; and



 


		(b)	that
                                         he has been afforded by EMPLOYER any and all rights he had or may have had under any
                                         and all family or medical leave laws including, but not limited to, the federal Family
                                         and Medical Leave Act (“FMLA”) and/or any otherwise applicable state and/or
                                         local leave laws; and



 


		(c)	that,
                                         not including the SEVERANCE PAYMENTS, he has been paid all wages, draws, commissions,
                                         bonuses, compensation, expenses, and reimbursements due him as well as any sum due him
                                         under any and all wage and hour laws including, but not limited to, accrued but unused
                                         vacation and other paid leave time (including that set forth and provided for in Section
                                         4 of the EMPLOYMENT AGREEMENT) and any monies under any bonus, severance and/or, incentive
                                         or deferred compensation plan. EXECUTIVE further represents and warrants that he has
                                         received all sums due him under the federal Fair Labor Standards Act (“FLSA”)
                                         and/or any otherwise applicable state and/or local wage and hour laws; and



 


		(d)	that
                                         he shall make herself available and cooperate in any reasonable manner in providing reasonable
                                         assistance to EMPLOYER in concluding any business and/or legal matters which are presently
                                         pending and in connection with any such matters that may arise in the future which relate
                                         to his employment with EMPLOYER in accordance with Section 5.2(d) of the EMPLOYMENT AGREEMENT.
                                         Such assistance shall not be deemed a violation or breach of Subparagraph 3(k) of this
                                         AGREEMENT; and



 


		(e)	that
                                         he has returned to EMPLOYER all property of EMPLOYER in his possession or control which
                                         refer or relate to EMPLOYER’s business, or which are otherwise the property of
                                         EMPLOYER, including, but not limited to, all confidential and proprietary business information,
                                         papers, documents, letters, invoices, sales records and reports, notes, memo    randa, keys,
                                         security cards, passwords/passcodes, records, client and supplier lists, client and supplier
                                         materials or documents, automobile, credit cards, bank ATM cards, computers (excluding
                                         the laptop computer referred to in Subparagraph 2(d) of this AGREEMENT, provided, however,
                                         that EXECUTIVE shall delete from said laptop computer any and all confidential and/or
                                         proprietary information belonging to EMPLOYER that may otherwise be contained on said
                                         laptop computer and shall so certify in writng to GC, RGC within twn (10) days of execution
                                         of this AGREEMENT), iPhone, BlackBerry/PDA, computer data, office equipment, and employment
                                         records, which were created by EXECUTIVE or other employees, agents and clients or suppliers
                                         of EMPLOYER in the course of their employment and/or relationship with EMPLOYER, as well
                                         as copies or multiple versions thereof, regardless of the form or medium retained or
                                         stored in (including hard copy or electronic or digital form); and



 





	Michael Saxon Release Agreement	 
	 	Initial Here: _____/_____


 






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		(f)	that
                                         as an employee of EMPLOYER he had access to and was entrusted with EMPLOYER’s confidential
                                         and proprietary business information and trade secrets including, but not limited to,
                                         those set forth and defined in Section 7.2 and Section 7.3 of the EMPLOYMENT AGREEMENT.
                                         At all times prior to, during, and following EXECUTIVE’s separation he has maintained
                                         and will maintain such information in strict confidence and has not disclosed and will
                                         not disclose the information to any third party without the prior written consent of
                                         the individual then holding the office of GC. EXECUTIVE acknowledges having been notified
                                         that, notwithstanding any obligations in this AGREEMENT, pursuant to Section 7 of
                                         the Defend Trade Secrets Act of 2016 (“DTSA”), EMPLOYER shall not hold EXECUTIVE
                                         criminally or civilly liable under any federal or state trade secret law for the disclosure
                                         of confidential information that is made: (i) in confidence to a federal, state, or local
                                         government official, either directly or indirectly, or to an attorney, and (ii) solely
                                         for the purpose of reporting or investigating a suspected violation of law. EMPLOYER
                                         shall also not hold EXECUTIVE liable for such disclosures made in a complaint or other
                                         document filed in a lawsuit or other proceeding, if such filing is made under seal. 
                                         EXECUTIVE also acknowledges having been notified that individuals who file a lawsuit
                                         for retaliation by an employer for reporting a suspected violation of law may disclose
                                         the trade secret to the attorney of the individual and use the trade secret information
                                         in the court proceeding, if the individual files any document containing the trade secret
                                         under seal and does not disclose the trade secret, except pursuant to court order; and



 


		(g)	that
                                         he shall not receive any other payment or benefit from EMPLOYER other than that set forth
                                         in this AGREEMENT, including, but not limited to, any bonuses (including any Annual Incentive
                                         Bonus under Section 2.2(a) of the EMPLOYMENT AGREEMENT), compensation, incentive compensation
                                         (including any Management Equity Incentive Award under Section 2.3 and any existing Restricted
                                         Stock Units (“RSUs”) under Section 2.1(a)(ii) and/or award of RSUs under
                                         Section 2.2(b) of the EMPLOYMENT AGREEMENT), and/or commissions and, furthermore, EXECUTIVE
                                         hereby renounces and waives his right to any RSUs that would otherwise be due him under
                                         the EMPLOYMENT AGREEMENT including, but not limited to, under Sections 2.1(a)(ii) and
                                         2.2 of the EMPLOYMENT AGREEMENT; and 



 





	Michael Saxon Release Agreement	 
	 	Initial Here: _____/_____


 






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		(h)	that
                                         he shall cooperate with EMPLOYER in the defense of any claim currently pending or hereinafter
                                         pursued against EMPLOYER without the payment of any additional compensation other than
                                         as set forth in this AGREEMENT in accordance with Section 5.2(d) of the EMPLOYMENT AGREEMENT.
                                         Such cooperation shall not be deemed a violation or breach of Subparagraph 3(k) of this
                                         AGREEMENT. Furthermore, EXECUTIVE has not and shall not initiate, commence, voluntarily
                                         cooperate with or provide assistance including, but not limited to, testimony or consultative
                                         services, in any claim, lawsuit, administrative proceeding, investigation, inquiry, or
                                         similar activity, whether governmental or private, whether pending or otherwise, against
                                         or related to EMPLOYER (“Adverse Action”), without notifying, in writing,
                                         the individual then holding the office of GC within two (2) business days prior to initiating,
                                         commencing or undertaking such Adverse Action such that EMPLOYER may have an opportunity
                                         to seek and obtain, among other things, an appropriate protective order or seek intervention
                                         in the matter. In the case of legal proceedings, EXECUTIVE shall notify, in writing,
                                         the individual then holding the office of GC, of any subpoena or other similar notice
                                         to give testimony or provide documentation (“NOTICE”) within two (2) business
                                         days of receipt of said NOTICE and prior to providing any response to said NOTICE such
                                         that EMPLOYER may have an opportunity to seek and obtain, among other things, an appropriate
                                         protective order or seek intervention in the matter; and



 


		(i)	that,
                                         other than in connection with a proceeding under Paragraphs 3(h), 3(j), 3(q) and/or 8
                                         of this AGREEMENT or as otherwise provided by applicable law, he has not and shall not
                                         take any action, directly or indirectly, which is contrary to the interests of EMPLOYER
                                         or make any disparaging, untrue, negative, derogatory or defamatory remarks concerning
                                         EMPLOYER or its business practices; and



 


		(j)	that
                                         that he has not made, asserted and/or initiated any claim of discrimination, retaliation,
                                         or harassment and that this AGREEMENT does not have the purpose or effect of concealing
                                         details relating to a claim of discrimination, retaliation, or harassment; and



 


		(k)	that
                                         he shall not apply for, or otherwise seek employment or engagement with EMPLOYER at any
                                         time hereinafter and shall not be re-employed by EMPLOYER as an employee, independent
                                         contractor, consultant or otherwise. If he does, he will accurately disclose his employment
                                         history with EMPLOYER, and that failure to do so will be grounds for termination when
                                         uncovered post rehire; and



 


		(l)	that
                                         he has, by way of execution of this AGREEMENT resigned as of the SEPARATION DATE from
                                         any and all positions and/or offices with EMPLOYER including, but not limited to, Chief
                                         Executve Officer of RGC a well as his position as an officer and/or director of RGC;



 





	Michael Saxon Release Agreement	 
	 	Initial Here: _____/_____


 






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		(m)	that
                                         he has not and will not access or attempt to access any property, computer systems, networks,
                                         password protected data or other property of the EMPLOYER on or after the SEPARATION
                                         DATE; and



 


		(n)	that
                                         he has not sustained any injuries and/or illnesses/diseases as a result of his employment
                                         with or by EMPLOYER that would otherwise be covered by any otherwise applicable workers’
                                         compensation insurance benefit plan; and



 


		(o)	that
                                         he unconditionally releases and forever discharges EMPLOYER (whether individually or
                                         collectively) from any and all causes of action, suits, damages, grievances, demands,
                                         liabilities, defenses, debts, dues, sums of monies, accounts, covenants, controversies,
                                         promises, variances, claims, judgments, interest, attorneys’ fees, liquidated damages,
                                         costs and expenses whatsoever relating to, or in connection with, EXECUTIVE’s employment
                                         by EMPLOYER or cessation/termination thereof, either directly or indirectly, whether
                                         known or unknown, contingent or fixed, liquidated or un-liquidated, matured or un-matured,
                                         in law, equity or otherwise, for, upon or by reason of any matter, cause or thing whatsoever,
                                         including, but not limited to, any breach of contract claims (whether written or oral,
                                         express or implied); claims under the EMPLOYMENT AGREEMENT and/or any schedule attached
                                         thereto at any time; claims arising out of or related to any offer letter or similar
                                         document (including, but not limited to, any terms and/or conditions of employment term
                                         sheet/memorandum from RGC); claims arising out of or related to any employee handbook,
                                         personnel manual or employment policy; estoppel claims; tort claims; claims for invasion
                                         of privacy; claims for loss of consortium; claims for duress; claims of discrimination;
                                         claims for compensatory and/or punitive damages; public policy claims; defamation claims;
                                         claims of retaliation; claims of wrongful discharge or termination; claims for breach
                                         of promise; claims of negligence; claims of impairment of economic opportunity or loss
                                         of business opportunity; claims of fraud or misrepresentation (negligent or intentional);
                                         claims for severance offers made prior to the date EXECUTIVE signs this AGREEMENT other
                                         than as set forth in this AGREEMENT; claims for abuse of process; claims for workers’
                                         compensation benefits; claims for quantum meruit; claims for unjust enrichment; claims
                                         for the breach of the covenant of good faith and fair dealing; claims for workers’
                                         compensation benefits; claims of promissory estoppel; claims of unfair labor practices;
                                         claims under the Age Discrimination in Employment Act of 1967 (“ADEA”), as
                                         amended by the Older Workers Benefit Protection Act (“OWBPA”); claims under
                                         Title VII of the Civil Rights Act of 1964, as amended (“TITLE VII”); claims
                                         under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
                                         (excluding claims for vested benefits); claims under the Immigration Reform and Control
                                         Act of 1986 (“IRCA”); claims under the Americans With Disabilities Act (“ADA”);
                                         claims under the Family and Medical Leave Act (“FMLA”); claims under the
                                         Uniformed Services Employment and Reemployment Rights Act (“USERRA”); claims
                                         under the National Labor Relations Act (“NLRA”); claims under the Worker
                                         Adjustment and Retraining Notification Act (“WARN”); claims under the Genetic
                                         Information Nondiscrimination Act of 2008 (“GINA”); claims under the Families
                                         First Coronavirus Response Act (“FFCRA”); claims under the Constitution of
                                         the United States of America; claims under the Virginia Human Rights Act; claims under
                                         the Virginians With Disabilities Act; claims under the Virginia Payment of Wages Law;
                                         claims under the Virginia Equal Pay statute; claims under the Virginia Minimum Wage Act;
                                         claims under the Virginia Genetic Testing Law; claims under the Virginia Occupational
                                         Safety and Health Act; claims under the Virginia Fraud Against Taxpayers Act; claims
                                         under the Virginia Right-to-Work Law; claims under the Constitution of the Commonwealth
                                         of Virginia; claims under the Colorado’s Anti-Discrimination Act, as amended; claims
                                         under the Colorado Labor Peace Act; claims under the Colorado Labor Relations Act; claims
                                         under the Colorado Equal Pay Act; claims under the Colorado Minimum Wage Order; laims
                                         under the Colorado Genetic Information Non-Disclosure Act; claims under the Colorado
                                         Wage Claim Act; claims under the Constitution of the State of Colorado; claims of sex
                                         discrimination/harassment, sexual harassment and/or sexual orientation discrimination/harassment;
                                         claims under any other federal, state or local anti-discrimination, whistle-blowing and/or
                                         family and/or medical leave law; claims under any other federal, state or local wage
                                         and hour law; claims for benefits including, but not limited to, life insurance, accidental
                                         death & disability insurance, sick leave or other employer provided plan or program;
                                         claims for distributions of income or profit; claims for ownership, stock, stock options,
                                         RSUs, equity or otherwise; claims for reimbursement; claims for wages, commissions or
                                         bonuses; claims for incentive compensation; claims for salary continuation benefits other
                                         than as set forth in this AGREEMENT; claims for vacation or other leave time; claims
                                         for royalties or license fees; claims for patent, copyright or trademark infringement;
                                         claims relating to retirement, pension and/or profit sharing plans (excluding claims
                                         for vested benefits); claims for, or arising out of the offering of, group health/medical,
                                         dental, vision and/or any other similar insurance coverage (excluding claims for Consolidated
                                         Omnibus Budget Reconciliation Act (“COBRA”) and/or similar state or federally
                                         mandated continuation coverage) or the use of information obtained by EMPLOYER as a result
                                         of the offering of group health/medical, dental and/or any other insurance coverage;
                                         claims against the Employer Health Plan as defined under the Health Insurance Portability
                                         and Accountability Act (“HIPAA”); claims relating to EXECUTIVE’s application
                                         for hire, employment, or termination thereof, as well as any claims which EXECUTIVE may
                                         have arising under or in connection with any and all local, state or federal ordinances,
                                         statutes, rules, regulations, executive orders or common law, from the beginning of the
                                         world up to and including the date of EXECUTIVE’s execution of this AGREEMENT (“RELEASED
                                         CLAIM(S)”). The only exclusions from this release provision are claims (i) that
                                         some term of this AGREEMENT has been materially violated or (ii) for a defense and/or
                                         indemnification under any otherwise applicable policy or contract of insurance (including,
                                         but not limited to, Directors and Officers coverage), the Articles of Incorporation and/or
                                         By-Laws of RGC, and/or any otherwise applicable statute; and



 





	Michael Saxon Release Agreement	 
	 	Initial Here: _____/_____


 






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		(p)	that
                                         in giving the general release as set forth in Subparagraph 3(n) of this AGREEMENT, EXECUTIVE
                                         acknowledges that he understands the significance and consequence of such release and
                                         waiver. Furthermore, that in giving the general release as set forth in Subparagraph
                                         3(n) of this AGREEMENT, EXECUTIVE specifically acknowledges that he may hereafter discover
                                         claims or facts in addition to or different from those which he now knows or believes
                                         to exist with respect to the subject matter of this AGREEMENT and which, if known or
                                         suspected at the time of executing this AGREEMENT, may have materially affected this
                                         AGREEMENT. Nevertheless, EXECUTIVE hereby waives any right, claim or cause of action
                                         that might arise as a result of such different or additional claims or facts; and



 


		(q)	that
                                         neither EXECUTIVE nor anyone on EXECUTIVE’S behalf has filed an action in any court
                                         of law against EMPLOYER in connection with EXECUTIVE’S employment with EMPLOYER,
                                         and that there is no pending charge or complaint filed with any state, federal, or local
                                         agency, including, but not limited to, the U.S. Equal Employment Opportunity Commission
                                         or the U.S. Department of Labor.



 


4. EXECUTIVE
acknowledges and confirms that he is waiving any claim under the Age Discrimination in Employment Act of 1967 (“ADEA”)
as amended by the Older Workers Benefit Protection Act (“OWBPA”) and that:


 


		(a)	he
                                         is receiving consideration which is in addition to anything of value to which he otherwise
                                         would have been entitled; and



 


		(b)	this
                                         AGREEMENT is written in a manner understood by EXECUTIVE and that he fully understands
                                         the terms of this AGREEMENT and enters into it voluntarily without any coercion on the
                                         part of any person or entity; and



 


		(c)	he
                                         was given adequate time to consider all implications and to freely and fully consult
                                         with and seek the advice of whomever he deemed appropriate and has done so; and



 


		(d)	he
                                         acknowledges and confirms that he was not eligible to participate in any other severance
                                         offer from EMPLOYER; and



 


		(e)	the
                                         consideration paid or provided to EXECUTIVE under this AGREEMENT is and shall be deemed
                                         to be adequate consideration for the representations, warranties and covenants made by
                                         EXECUTIVE under this AGREEMENT; and



 





	Michael Saxon Release Agreement	 
	 	Initial Here: _____/_____


 






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		(f)	he
                                         was advised in writing, by way of this AGREEMENT, to consult an attorney before signing
                                         this AGREEMENT; and



 


		(g)	he
                                         was advised, in writing, by way of this AGREEMENT, that he has at least twenty-one (21)
                                         calendar days within which to consider this AGREEMENT before signing it and, in the event
                                         that he signs this AGREEMENT during this time period, said signing constitutes a knowing
                                         and voluntary waiver of this time period; and



 


		(h)	he
                                         has seven (7) calendar days after executing this AGREEMENT within which to revoke this
                                         AGREEMENT. If the seventh day is a weekend or national holiday, EXECUTIVE has until the
                                         next business day to revoke. If EXECUTIVE elects to revoke this AGREEMENT, he shall notify
                                         GC in writing sent by Federal Express Priority Overnight delivery, or by hand delivery
                                         with written receipt, of his revocation. Any determination of whether EXECUTIVE’s
                                         revocation was timely sent shall be determined by the date of actual receipt by GC. Any
                                         determination of whether EXECUTIVE’s non-revocation was timely sent shall be determined
                                         by the date of actual receipt by GC.



 


5. EXECUTIVE
represents and warrants that neither he nor anyone on his behalf has filed any suits, claims or the like regarding his employment
with EMPLOYER and/or its termination. To the extent that EXECUTIVE or any third party seeks redress for a RELEASED CLAIM(S) covered
and released by this AGREEMENT and a settlement or judgment of said RELEASED CLAIM(S) is reached or entered, EXECUTIVE shall designate
RGC as the recipient of any such monies allocated to him by the payor or, if that is not possible, EXECUTIVE shall pay to RGC
the amount received from the payor within 72 hours of EXECUTIVE’s receipt of said monies.


 


6. EXECUTIVE
has not and shall not, without the prior written consent of the individual then holding the office of GC, disclose the terms of
this AGREEMENT, including, but not by way of limitation, the amount or fact of any payment to be made under this AGREEMENT or
any of the facts or events surrounding or leading to this AGREEMENT (including any characterization thereof) to any person (including,
but not limited to, current or former employees of EMPLOYER) or entity other than his spouse, attorneys, tax or financial advisors,
or lenders for the purpose of confidential legal or financial counseling, or as otherwise required by law, or for purposes of
enforcement of this AGREEMENT. In the event that EXECUTIVE makes a disclosure permitted by this provision, he shall inform the
individual or entity to whom disclosure is made of this confidentiality provision, and instruct such individual or entity that
any breach of confidentiality by them would constitute a breach of this AGREEMENT.


 


7. Notwithstanding
anything set forth in this AGREEMENT to the contrary, if a court of competent jurisdiction determines that EXECUTIVE (or anyone
to whom he makes a disclosure to pursuant to Paragraph 6 of this AGREEMENT) breaches the terms of this AGREEMENT, RGC’s
obligations under this AGREEMENT shall immediately cease and be deemed modified such that RGC’s obligations pursuant to
Paragraph 2 of this AGREEMENT shall be limited to $500.00 and all monies actually paid to or on behalf of EXECUTIVE under the
terms of this AGREEMENT, in excess of said $500.00, shall be returned in full by EXECUTIVE to RGC within 72 hours of such determination,
to the extent permitted by law and to the extent that such repayment does not result in the invalidation of this AGREEMENT; at
that time, $250.00 shall be deemed to be the portion of the payments made pursuant to this AGREEMENT apportioned to any claim
under the ADEA and $250.00 shall be deemed to be the portion of the payments made pursuant to this AGREEMENT apportioned to any
RELEASED CLAIM(S) otherwise released by this AGREEMENT. EMPLOYER, in addition to any other rights it may have at law or in equity,
shall have the right to seek enforcement of this AGREEMENT in an action at law or in equity and EMPLOYER shall have the right
to recover its legal fees, costs and expenses in such action to enforce this AGREEMENT, to the extent permitted by law and to
the extent that such recovery does not result in the invalidation of this AGREEMENT.


 





	Michael Saxon Release Agreement	 
	 	Initial Here: _____/_____


 






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8. Notwithstanding
anything set forth in this AGREEMENT to the contrary, including without limitations Paragraphs 3(f) and 3(i) of this AGREEMENT,
nothing in this AGREEMENT or any other agreement signed by EXECUTIVE shall prevent EXECUTIVE from: (i) disclosing truthful information
to any governmental agent or to any court or judicial officer or pursuant to a valid court order, subpoena or other lawful process;
(ii) testifying, assisting or participating in an investigation, hearing or proceeding conducted by or filing a charge or complaint
with the National Labor Relations Board, U.S. Equal Employment Opportunity Commission or any comparable state or local agencies
as such agencies have the authority to carry out their statutory duties by investigating the charge or complaint, issuing a determination,
filing a lawsuit in federal or state court in their own name, or taking any other action authorized by law, however, EXECUTIVE
is precluded from receiving compensation as a result any such action; (iii) providing truthful information to or retaining an
attorney; and/or (iv) disclosing the underlying facts and circumstances of alleged unlawful discrimination or harassment that
he allegedly suffered or witnessed while employed by EMPLOYER.


 


9. This
AGREEMENT shall not in any manner be deemed or construed as an admission by EMPLOYER that it has acted wrongfully and/or illegally
in any manner with respect to EXECUTIVE, but is made solely to avoid additional costs and risks associated with litigation. EXECUTIVE
shall not be considered a prevailing party or a successful party. 


 


10. EMPLOYER
shall be entitled to plead this AGREEMENT as a complete defense to any claim or entitlement relating to EXECUTIVE’s employment
with EMPLOYER or cessation thereof which hereafter may be asserted by EXECUTIVE or other persons or agencies acting on his behalf
in any suit or claim against EMPLOYER. 


 


11. Each
provision of this AGREEMENT is severable and, if any term or provision is held to be invalid, void or unenforceable by a court
of competent jurisdiction or by an administrative agency for any reason whatsoever, such ruling shall not affect the validity
of the remainder of this AGREEMENT. Notwithstanding the foregoing, if the release provisions (or any portion thereof) contained
in this AGREEMENT are held to be invalid, void or unenforceable by a court of competent jurisdiction or by an administrative agency
for any reason whatsoever, as a result of actions or inactions by EXECUTIVE or anyone on his behalf, such ruling shall render
this AGREEMENT void and EXECUTIVE shall repay to RGC all monies paid to or on behalf of EXECUTIVE as set forth in this AGREEMENT
within 72 hours of such determination, to the extent permitted by law and to the extent that such repayment does not result in
the invalidation of this AGREEMENT.


 





	Michael Saxon Release Agreement	 
	 	Initial Here: _____/_____


 






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12. This
AGREEMENT supersedes and voids all previous agreements, policies and practices between EXECUTIVE and EMPLOYER, whether written
or oral, including, but not limited to, any severance offer made prior to the date EXECUTIVE signs this AGREEMENT other than as
set forth in this AGREEMENT. Notwithstanding the foregoing sentence of this Paragraph of this AGREEMENT, EXECUTIVE continues to
be bound by any and all post-employment obligations of EXECUTIVE that are contained in any agreement, contract, or other document
that EXECUTIVE has already signed (including, but not limited to, the EMPLOYMENT AGREMEENT) and those terms (including, but not
limited to, Sections 7.1 through and including 7.6 of the EMPLOYMENT AGREEMENT) are hereby deemed incorporated herein by reference
and shall continue in full force and effect as if set forth in its entirety as they are considered an integral part of this AGREEMENT.
This AGREEMENT sets forth the entire understanding of the parties as to the subject matter contained herein and may be modified
solely by a writing executed by the individual then holding the office of Chief Executive Officer of RGC and EXECUTIVE.


 


13. This
AGREEMENT shall be governed by, construed and enforced under the laws of the Commonweakth of Virgnia (without regard to conflict
of laws principles). EMPLOYER shall be entitled to seek injunctive relief in accordance with applicable law for breaches (including
anticipated breaches) of this AGREEMENT without having to post a bond. This AGREEMENT shall be interpreted without the aid of
any canon, custom or rule of law requiring construction against the draftsman. EXECUTIVE hereby irrevocably waives personal service
of process and consents to process served in any such suit, action or proceeding by service of a copy thereof to him by regular
mail. Such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted by law.


 


14. Any
dispute arising out of this AGREEMENT or any dispute between the parties to this AGREEMENT on any subject matter shall be tried
in accordance with Sections 9.8 and 9.9 of the EMPLOYMENT AGREEMENT.


 


15. EXECUTIVE
and RGC shall each bear his and its own costs including attorneys’ fees incurred in connection with the drafting, preparation,
negotiation and execution of this AGREEMENT.


 


16. EXECUTIVE
and RGC shall take all steps necessary to effectuate the terms of this AGREEMENT in a timely manner including, but not limited
to, the execution of any appropriate tax reporting documentation.


 


17. RGC
represents and warrants that the undersigned has the authority to act on its behalf and to bind RGC to this AGREEMENT. EXECUTIVE
represents and warrants that he is of sound mind and judgment, is not under any impairment, disability, distress or undue influence
that would in any way impair his ability to enter into this AGREEMENT and that he has the capacity to act on his own behalf and
to bind himself to this AGREEMENT.


 





	Michael Saxon Release Agreement	 
	 	Initial Here: _____/_____


 






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18. The
failure of EMPLOYER to insist upon the performance of any of the terms and conditions of this AGREEMENT or the failure of EMPLOYER
to prosecute any breach of this AGREEMENT, shall not be construed or considered a waiver of any such term or condition of this
AGREEMENT; to wit, the entire AGREEMENT shall remain in full force and effect as if no such forbearance or failure of performance
had occurred.


 


19. Except
as otherwise herein expressly provided, this AGREEMENT shall inure to the benefit of and be binding upon EXECUTIVE, his heirs,
successors and executors and shall inure to the benefit of EMPLOYER. EXECUTIVE represents and warrants that he has not assigned
or in any other manner conveyed any right or claim that he has or may have to any third party, and EXECUTIVE shall not assign
or convey to any assignee for any reason any right or claim covered by this AGREEMENT, this AGREEMENT, or the consideration, monetary
or other, to be received by him hereunder. RGC may assign its rights and obligations under this AGREEMENT to any third party in
its discretion.


 


20. In
signing this AGREEMENT, the parties hereto represent and warrant that they are not relying on any statements, representations
or promises made by the other party or their agent(s) except as specifically set forth herein. This AGREEMENT may be executed
in counterparts, each executed AGREEMENT, when taken together, shall constitute a complete AGREEMENT. Any party may execute this
AGREEMENT by signing, including by electronic means and transmitting that signature page via facsimile or e-mail to the other
party. Any signature made and transmitted by facsimile or e-mail for the purpose of executing this AGREEMENT shall be deemed an
original signature for purposes of this AGREEMENT.


 


PLEASE
READ CAREFULLY BEFORE SIGNING. THIS SEPARATION AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN, FORESEEN
AND UNFORESEEN, AND SUSPECTED AND UNSUSPECTED CLAIMS.


 


IN
WITNESS WHEREOF, the parties hereto have made and signed this AGREEMENT as follows:


 


Redwood
Green Corp.


 


	BY:	         	 	    
	 	 	Michael Saxon



 


	DATED: 		 	DATED: 	 






 


	Michael Saxon Release Agreement	 
	 	Initial Here: _____/_____


 


 





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