Rocky
Mountain High Brands, Inc.


Employment
Agreement with Michael Welch


January
1, 2016


 


THIS
EMPLOYMENT AGREEMENT entered into as of this 1st day of January 2016, between Rocky Mountain High Brands, Inc. (hereinafter "RMHB"
or "Company") and Michael Welch (hereinafter the "Executive").


 


WHEREAS,
RMHB desires to employ Executive and to ensure the continued availability to RMHB of the Executive's services, and the Executive
is willing to accept such employment and render such services, all upon and subject to the terms and conditions contained in this
Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, and intending to be legally
bound, RMHB and the Executive agree as follows:


 


		1.	Term
                                         of Employment.



 


		(a)	Term.
                                         RMHB hereby
                                         employs the
                                         Executive, and
                                         the Executive
                                         hereby accepts
                                         employment with RMHB, for a period
                                         commencing January 1, 2016.



 


		(b)	The
                                         Company and the Executive agree that for a five-year period beginning on January I, 2016,
                                         the Executive shall perform services for the Company. The last day of the ten-year period
                                         shall be the "Termination Date" for purposes of this Agreement. Either party
                                         can make termination of this
                                         agreement without
                                         penalty upon ten
                                         days written
                                         notice after
                                         the Termination
                                         Date.



 


		(c)	Renewal
                                         of Term. Unless the Company shall have given written notice at least 180 days prior to
                                         the Termination Date, this Agreement shall renew and continue in effect for additional
                                         one-year periods (and all provisions of this anniversary from such original Termination
                                         Date shall thereafter be designated as the "Termination
                                         Date" for all purposed under this Agreement), provided, however that the
                                         Company may, at its election, at any time after the expiration of the initial term of
                                         this Agreement, give the Executive notice of Termination, in which event the Executive
                                         shall continue to receive, as severance pay, his base salary and benefits set forth in
                                         Sections 3 and 4 below for a twelve full months following such notice of termination.
                                         During such twelve-month period, the Board may modify the Executive's duties as described
                                         below. The Company
                                         agrees that
                                         it will
                                         not unreasonably
                                         withhold any
                                         annual renewals
                                         of this
                                         Agreement.



 


		2.	Duties.



 


		(a)	General
                                         Duties. The Executive shall serve as Chief Financial Officer "CFO"
                                         of Rocky Mountain High Brands, Inc, with duties and responsibilities that are
                                         consistent with the Executive's duties and responsibilities as of the date of this Agreement.
                                         The Executive will use his best efforts to perform his duties and discharge his responsibilities
                                         pursuant to this Agreement competently, carefully and faithfully. In determining whether
                                         or not the Executive has used his best efforts hereunder, the Executive's and RMHB's
                                         delegation of authority and all surrounding circumstances
                                         shall be
                                         taken into account
                                         and the
                                         best efforts
                                         of the
                                         Executive shall
                                         not be
                                         judged solely on Rocky Mountain High Brands, Inc. earnings or other results of
                                         the Executive's performance.



 


		(b)	Devotion
                                         of Time. The Executive shall devote all of his time, attention
                                         and energies during normal business
                                         hours (exclusive
                                         of periods
                                         of sickness
                                         and disability
                                         and of
                                         such normal
                                         holiday and vacation periods as have been established by RMHB) to the affairs
                                         of the RMHB. The parties understand
                                         that Executive has
                                         another venture
                                         to which he must
                                         devote some of his time.









 




    	 		 



    	 



    




		3.	Compensation
                                         and Expenses.



 


		(a)	Salary.
                                         For services rendered under this agreement, Executive will be initially be paid a base
                                         compensation of $120,000 annually until such time that funding is sufficient to increase
                                         base compensation to a minimum of $150,000 per year. Executive will be paid in accordance
                                         with the Company's established payroll cycles. Executive will be eligible for annual
                                         salary increases in an amount as approved by the Company's Board of Directors, based
                                         on Executive's anniversary date.



 


		(b)	Bonus.
                                         Executive will receive an annual bonus as approved by the Company's Board of Directors.
                                         The Company will establish a policy concerning the timing of the annual Bonus payments
                                         for Company Executives.



 


		(c)	Stock.
                                         Executive will be granted 5,000,000 warrants for shares Rocky Mountain High Brands, Inc.
                                         Common Stock upon execution of this agreement.



 


		(d)	Stock
                                         Options. Executive will participate in the Company's Employee Stock Option Plan to be
                                         established by the Company's Board of Directors.



 


		(e)	Expenses.
                                         In addition to any compensation received, Company will reimburse or advance funds to
                                         the Executive
                                         for all
                                         reasonable travel,
                                         entertainment, professional
                                         organizations, professional development,
                                         professional licensure fees and miscellaneous
                                         expenses.



 


		4.	Benefits.



 


		(a)	Vacation.
                                         For each 12-month period during the term
                                         of employment, the Executive will be entitled to
                                         four weeks
                                         of vacation
                                         without loss
                                         of compensation
                                         or other
                                         benefits to
                                         which he/she is entitled under this
                                         Agreement, to be taken at such times as the Executive may select and the affairs of the
                                         Company may permit. Any unused vacation time can be carried over from year to year.



 


		(b)	Holiday
                                         Pay -
                                         Executive will
                                         be paid
                                         for all
                                         standard federal
                                         holidays and
                                         up to
                                         3 floating personal days per
                                         year.



 


		(c)	Sick
                                         Pay -Executive
                                         will be
                                         paid for
                                         up to
                                         3 weeks
                                         of sick
                                         pay per
                                         year.



 


		(d)	Employee
                                         Benefit Programs. The Executive is entitled to participate in any pension, 40l(k), insurance
                                         or other employee benefit plan that is maintained by the Company for its Executive Officers,
                                         including programs of life and medical insurance and reimbursement of membership fees
                                         in civic,
                                         social and
                                         professional organizations.



 


		(e)	Insurance.
                                         Once the Company has established a plan, and policies
                                         in connection therewith, the Company shall reimburse Executive 100%
                                         amount of premiums on the Company's medical insurance policy and any other medical,
                                         dental or insurance programs offered through the Company, covering
                                         Executive and Executive's dependents.



 


		5.	Termination.



 


		(a)	Termination
                                         -Company will agree to pay Executive one-year's
                                         salary and benefits, as outlined in Sections 3
                                         and 4
                                         above, for
                                         termination other
                                         than cause.





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		(b)	Termination
                                         for Cause. RMHB may terminate the Executive's employment pursuant to the terms of
                                         this Agreement
                                         at any
                                         time for
                                         cause by
                                         giving written
                                         notice of
                                         termination. Such
                                         termination will become effective upon the giving of such notice. Upon any such
                                         termination for cause, the Executive shall have no right to compensation, bonus or reimbursement
                                         under Section 3, or to participate in any employee benefit programs under Section 4,
                                         except as provided by law, for any period
                                         subsequent to the effective date of termination. For purposes of this Section 5(b), "cause"
                                         shall mean: (I) the Executive is convicted of a felony which is directly related to the
                                         Executive's employment or the business of the Company; (ii) the Executive, in carrying
                                         out his duties hereunder, has been found in a civil action to have committed gross negligence
                                         or intentional misconduct resulting in either case in direct material harm to the Company;
                                         (iii) the Executive is found in a civil action to have breached his fiduciary duty to
                                         the Company resulting in direct profit to him; or (iv) the Executive is found in a civil
                                         action to have materially breached any provision of Section 6 or Section 7. The term
                                         "found in a civil action" shall not apply until all appeals permissible under
                                         the applicable mies of procedure or statute have been determined and no further appeals
                                         are permissible.



 


		(c)	Executive's
                                         Resignation. Executive must give a minimum of 6 weeks '•notice
                                         in writing prior to canceling this agreement. IfExecutive fails to give a minimum
                                         of 6 weeks' notice in writing prior to canceling this agreement, the Executive shall
                                         have no right to compensation, bonus or reimbursement under Section 3, or to participate
                                         in any employee benefit programs under Section
                                         4, except
                                         as provided
                                         by law,
                                         for any
                                         period subsequent
                                         to the
                                         effective date
                                         of termination.



 


		(d)	Death
                                         or Disability. Except as otherwise provided in this Agreement, it shall terminate upon
                                         the deatl1or disability of the Executive. For purposes of
                                         this Section 5(d), "disability" shall mean that for a period of 12 consecutive
                                         months in any 12-month period the Executive is incapable of substantially fulfilling
                                         the duties set forth in Section 2 because of physical, mental or emotional incapacity
                                         resulting from injury, sickness or disease. In the event of Executive's disability, the
                                         Executive will be paid compensation, benefits and bonus which may accrue during the period
                                         of disability up to a total of 18 months, or for the remainder of this Agreement, whichever
                                         time is greater.



 


		(e)	Continuing
                                         Effect. Notwithstanding
                                         any termination
                                         of the
                                         Executive's employment as provided
                                         in this Section 5 or otherwise, the provisions of Section 6 shall remain in full force
                                         and effect, except as otherwise provided in this
                                         agreement.



 


		6.	Non
                                         disclosure of Confidential Information.



 


		(a)	The
                                         Executive acknowledges that during his employment he will learn and will have access
                                         to confidential information regarding RMHB and its affiliates, including without limitation
                                         (i) confidential or secret plans, programs, documents, agreements or other material relating
                                         to the business, services
                                         or activities
                                         of RMHB
                                         and its
                                         affiliates and
                                         (ii) trade
                                         secrets, market
                                         reports, customer investigations, customer lists and other similar information
                                         that is proprietary information of RMHB or its affiliates (collectively referred to as
                                         "Confidential Information"). The Executive
                                         acknowledges that
                                         such Confidential
                                         Information as
                                         is acquired and used by the Company
                                         or its affiliates is a special, valuable and unique asset.



 


		(b)	All
                                         records, files, materials and Confidential Information obtained by the Executive in the
                                         course of his employment with the Company are confidential and proprietary and shall
                                         remain the exclusive property of the Company or its affiliates, as the case may be. The
                                         Executive will not, except in
                                         connection with
                                         and as required
                                         by his
                                         performance of
                                         his duties
                                         under this
                                         Agreement,



for
any reason use
for his own
benefit or the
benefit of any
person or entity
with which he
m




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January
I, 2016


 


associated
or disclose any such Confidential Information to any person, firm, corporation, association or other entity for any reason or
purpose whatsoever without the prior written consent of the Board unless such Confidential Information previously shall have become
public knowledge through no action by or omission of the Executive.


 


		7.	Equitable
                                         Relief. RMHB and the Executive recognize that the services to be rendered under this
                                         Agreement by the Executive are special, unique and of extraordinary character, and that
                                         in the event of the breach by the Executive
                                         of the terms and conditions of this Agreement or if the Executive, without the prior
                                         consent of the Board shall leave his employment for any reason and take any action in
                                         violation of Section 6, RMHB will be entitled to institute and prosecute proceedings
                                         in any court of competent jurisdiction referred to in Section 9(b) below, to enjoin the
                                         Executive from breaching the provisions of Section 6 or Section 7. In such action, RMHB
                                         will not be required to plead or prove irreparable harm or lack of an adequate remedy
                                         at law. Nothing contained in this Section 7 shall be construed to prevent RMHB from seeking
                                         such other remedy in arbitration in case of any breach of this Agreement by the Executive,
                                         as RMHB may elect.



 


		8.	Assignability.
                                         The rights and obligations of the Company under this Agreement shall inure to the benefit
                                         of and be binding upon the successors and assigns of the Company, provided that such
                                         successor or assign shall acquire all or substantially all of the securities or assets
                                         of RMHB. The Executive's obligations
                                         hereunder may
                                         not be
                                         assigned or
                                         alienated and any
                                         attempt to
                                         do so
                                         by the Executive will be
                                         void.



 


		9.	Severability.



 


		(a)	The
                                         Executive expressly agrees that the character, duration and geographical scope of the
                                         provisions set
                                         forth in
                                         this Agreement
                                         are reasonable
                                         in light
                                         of the
                                         circumstances, as
                                         they exist on
                                         the date
                                         hereof. Should
                                         a decision, however,
                                         be made at
                                         a later
                                         date by a
                                         court of competent jurisdiction that
                                         the character, duration or geographical
                                         scope of such provisions is unreasonable, then
                                         it is the intention and the agreement
                                         of the
                                         Executive and the
                                         Company that
                                         this Agreement shall be construed
                                         by the court in such a manner as to impose only those restrictions on the Executive's
                                         conduct that are reasonable in the
                                         light of the circumstances
                                         and as are necessary to assure to
                                         the Company
                                         the benefits of this
                                         Agreement. If,in any judicial
                                         proceeding, a court shall refuse
                                         to enforce
                                         all of the separate covenants
                                         deemed included herein because
                                         taken together they are more
                                         extensive than necessary to assure
                                         to the Company
                                         the intended
                                         benefits of
                                         this Agreement, it is expressly understood
                                         and agreed by
                                         the parties hereto
                                         that the provisions of
                                         this Agreement that, if eliminated, would permit the remaining separate
                                         provisions to be enforced in such
                                         proceeding shall be deemed eliminated, for the purposes of such proceeding, from this
                                         Agreement.



 


		(b)	Ifany
                                         provision
                                         of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited
                                         by the laws of the state or jurisdiction where it is to be performed, this Agreement
                                         shall be considered divisible as to such provision and such provision shall be inoperative
                                         in such state or jurisdiction and shall not be part of the consideration moving from
                                         either of the parties to the other. The remaining provisions of this Agreement shall
                                         be valid and binding and of like effect as though such provision was not
                                         included.



 


11.
Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing,
and shall be sufficiently given if delivered to the addressees in person, by Federal Express or similar receipted delivery, by
facsimile delivery or, if mailed, postage prepaid, by certified mail, return receipt requested, as follows:




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 Rocky
Mountain High Brands, Inc.


Employment
Agreement with Michael Welch


January
1, 2016


 


To
the Company:Rocky Mountain High Brands, Inc.


9101
LBJ Freeway,


Suite
200


Dallas,
TX 75243


 


To
the Executive:Michael Welch


10626
Cox Lane


Dallas,
TX 75229


 


Or
to such other address as either of them, by notice to the other may designate from time to time. The transmission confirmation
receipt from the sender's facsimile machine shall be conclusive evidence of successful facsimile delivery. Time shall be counted
to, or from, as the case may be, the delivery in person or by mailing.


 


12.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.


 


		13.	Attorney's
                                         Fees. In the event that there is any controversy or claim arising out of or relating
                                         to this Agreement, or to the interpretation, breach or enforcement thereof, and any action
                                         or proceeding is commenced to enforce the
                                         provisions of this Agreement, the prevailing party shall be entitled to a reasonable
                                         attorney's fee, costs and expenses.



 


		14.	Governing
                                         Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation
                                         arising hereunder whether relating to its execution, its validity, and the obligations
                                         provided therein or performance shall be
                                         governed or interpreted according to the internal laws of the State of Texas without
                                         regard to choice oflaw considerations.



 


		15.	Entire
                                         Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes
                                         all prior oral and written agreements between the parties hereto with respect to
                                         the subject matter hereof. Neither this Agreement nor any provision hereof may
                                         be changed, waived, discharged or terminated orally, except by a statement in writing
                                         signed by the party or parties against whom enforcement
                                         or the
                                         change, waiver
                                         discharge or
                                         termination is sought.



 


IN
WITNESS WHEREOF, RMHB and the Executive have executed this Agreement as of the date and year first above written.


 


Rocky
Mountain High Brands, Inc.


 


/s/
Jerry Grisaffi 


By:
Jerry Grisaffi, Founder and Chairman of the Board





 


Michael
Welch


By:
Michael Welch, Executive





 




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Rocky
Mountain High Brands, Inc.


Addendum
to Employment Agreement with Michael Welch March 1, 2016


 


 


This
Addendum is to the Employment Agreement dated January 1, 2016 between Rocky Mountain High Brands, Inc. (herein "RMHB"
or the "Company" and Michael Welch (hereinafter the "Executive").


 


WHEREAS,
RMHB desires to name the Executive as Chief Executive Officer in addition to his responsibilities as Chief Financial Officer and
increase his compensation to $150,000 per year. The Company acknowledges that it will actively recruit a Chief Financial Officer
once it has sufficient funding to do so and that Executive will remain in the position of Chief Executive Officer, at either the
same base compensation, or higher, based on the performance of the Company and other criteria identified in the Employment Agreement
dated January 1, 2016.


 


Additionally,
the Company acknowledges
that the number
of warrants for
common stock issued to Executive
under the Employment Agreement dated January 1, 2016 was increased from 5,000,000 to
10,000,000.


 


All
other terms and conditions of the Employment Agreement dated January I , 2016 remain


intact.


 


 








 



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