Exhibit 10.9


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 30, 2014 (the “Effective Date”),
is by and between GrowGeneration Pueblo Corp., a Colorado Company with offices at 800 Westchester Avenue, Suite S-638, Rye
Brook, NY 10573 (the “Company”) and Jason Dawson, an individual residing at 4687 State Hwy 69 Cotopaxi, CO 81223
(the “Executive”).


 


RECITALS


 


WHEREAS,
the Company desires to employ the Executive and the Executive desires to gain employment with the Company, all upon the terms
and provisions, and subject to the conditions, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual premises, covenants and agreements hereinafter set forth, and for other good and
valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, the parties, intending to be legally
bound, hereby agree as follows:


 


1.            POSITION
AND DUTIES.


 


(a)           Reporting. During the term of this Agreement (the “Employment Term”), the Company shall
employ the Executive, and the Executive shall serve, as the Chief Operating Officer of the Company. The Executive shall report
directly to the CEO of the Company.


 


(b)          Responsibilities.
The services to be rendered by the Executive to the Company shall consist of the following:


 


		(i)	Introduce
                                         the Company and its management to industry contacts, distributors and other key vendor
                                         relationships;



 


		(ii)	Initiate, review and evaluate
potential acquisition, development and new store opening opportunities for the Company;



 


		(iii)	Review
                                         and render advise and services to the Pueblo Hydroponics stores, management and its’
                                         employees;



 


		(iv)	Advise
                                         and assist the Company and its management with inventory purchases and identifying new
                                         sources of inventory;



 


		(v)	Advise
                                         the Company on strategic short term and long term planning for its current and future
                                         physical and online operations;



 


		(vi)	Assist
                                         the Company to open new store locations;



 


		(vii)	Promote
                                         the Company to existing and new customers and other businesses involved in the industry.





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		(viii)	Develop the
                                         company’s education program to attract new customers both online and in store.



 


		(ix)	Assist
                                         in the development of the company’s e-commerce strategy.



 


		(x)	Maintain
                                         the current management oversight and provide day to day reporting to the CEO as requested;
                                         and



 


		(xi)	Assist
                                         and advise in the management/ownership transition. Included tasks are operation processes
                                         and procedures, training of the POS systems, purchasing and inventory management and
                                         controls, hiring and training of new hires, P and L and financial reporting as needed.



 


(c)           Devotion
of Executive’s Time. The Executive shall devote substantially all of his business time, labor, skill and energy to conducting
the business and affairs of the Company and to performing his duties and responsibilities to the Company. The Executive shall
perform the Executive’s duties and responsibilities to the Company diligently, competently, faithfully and to the best of his
ability. Executive may perform his duties from his home office in Cotopaxi Colorado.


 


2.            EMPLOYMENT
TERM.


 


(a)           Initial
Term. The initial term of employment shall be for a period of one year (the “Employment Term”), commencing
with the date hereof, unless sooner terminated as provided in this Agreement. Each of the Executive and the Company at his or
its sole discretion and without any reason, may elect not to renew this Agreement at the end of the initial term or any successive
term.


 


(b)           Termination.
Notwithstanding anything herein to the contrary, either the Company or the Executive shall have the right to cancel this Agreement
for any reason or no reason without any liability to the other party. If the Executive’s employment shall be terminated, then
the Company shall pay to the Executive any unpaid salary and benefits through the effective date of termination.


 


(c)           Vacation.
The Executive shall have four weeks of vacation per year, the timing is subject to the approval of the CEO except on July 30 —
August 15 2014 and every year thereafter the Executive will take vacation which will count as two weeks of the allowed four weeks
per year.


 


3.            COMPENSATION.


 


(a)           Salary.
The Company shall pay to the Executive for the services to be rendered by the Executive hereunder, a salary for the initial
Employment Term under this Agreement at the rate of $75,000 per annum. The salary shall be payable in accordance with the
Company’s regular policies, subject to applicable withholding and other taxes.


 






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(b)           Grant
of Options. The Executive has been granted options to acquire 100,000 shares of restricted stock of the Company pursuant to
that Option Agreement dated May , 2014 (the “Option Agreement”) between the Executive and the Company.
The disposition, vesting, transfer or sale of the Options granted in the Option Agreement is subject to the terms and conditions
of the Option Agreement and the Company’s 2014 Equity Incentive Plan..


 


(c)           Expenses.
The Company agrees promptly to reimburse the Executive for all reasonable and necessary business expenses, including without limitation,
telephone and facsimile charges incurred by him on behalf of the Company in the course of his duties hereunder, upon the presentation
by the Executive of appropriate evidence thereof.


 


4.            DEDUCTIONS
AND WITHHOLDINGS. All amounts payable or which become payable to the Executive under any provision of this Agreement shall
be subject to such deductions and withholdings as is required by applicable law.


 


5.            RESTRICTIONS
RESPECTING CONFIDENTIAL INFORMATION, COMPETING BUSINESSES, ETC.


 


5.1           The
Executive acknowledges and agrees that by virtue of the Executive’s position
and involvement with the business and affairs of the Company, the Executive will develop substantial knowledge with respect to
all aspects of the business, affairs and operations of the Company and will have access to significant aspects of the business
and operations of the Company and to Confidential and Proprietary Information (as such term is hereinafter defined). The Executive
acknowledges and agrees that the Company will be damaged if the Executive were to breach any of the provisions of this Section
5 or if the Executive were to disclose or make unauthorized use of any Confidential and Proprietary Information. Accordingly,
the Executive expressly acknowledges and agrees that the Executive is voluntarily entering into this Agreement and that the terms,
provisions and conditions of this Section 5 are fair and reasonable and necessary to adequately protect the Company and its interests
and those of its shareholders.


 


5.2           For
purposes of this Agreement, the term “Confidential and Proprietary Information” shall mean any and all (i) confidential
or proprietary information or material not in the public domain about or relating to the business, operations, assets, financial
condition, plans and/or prospects of the Company or any of its subsidiaries or any of its trade secrets and (ii) any other information,
documentation or material not in the public domain by virtue of any action by or on the part of the Executive, the knowledge of
which gives or may give the Company a competitive advantage over any entity not possessing such information. For purposes hereof,
the term Confidential and Proprietary Information shall not include any information or material that (i) is or becomes known to
the general public other than due to a breach of this Agreement by the Executive, or (ii) is or was known by the Executive other
than by reason of disclosure to it by the Company.


 


5.3           The
Executive hereby covenants and agrees that, while the Executive is engaged by the Company and thereafter, unless otherwise
authorized by the Company in writing, the Executive shall not, directly or indirectly, under any circumstance disclose to any
other person or entity any Confidential and Proprietary Information or fail to act so as to impair the confidential or
proprietary nature of any Confidential and Proprietary Information.


 




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5.4           While
the Executive is engaged by the Company and for one (1) year after
the Executive ceases to be an engaged by the Company, the Executive shall not, directly or indirectly, solicit to
employ or employ for himself or others any employee of the Company who was an employee of the Company or any subsidiary of
the Company as of the date of the termination of the Executive’s engagement with the Company or during the preceding six (6)
month period, or solicit any such employee to leave such employee’s employment or join the employ of another, then or at a
later time.


 


6.            GENERAL
PROVISIONS


 


6.1           Publicity.
The Executive agrees that it will not disclose, and will not include in any public announcement, the name of the Corporation or
any of its officers, directors, employees or affiliates without the prior written consent of the Corporation.


 


6.2           Notices.  All
notices required to be given under the terms of this Agreement shall be
in writing and shall be deemed to have been duly given only if delivered to the addressee in person or mailed by certified mail,
return receipt requested, to the address as included in the Corporation’s records or to any such other address as the party to
receive the notice shall advise by due notice given in accordance with this paragraph. Any party hereto may change its or his
address for the purpose of receiving notices, demands and other communications as herein provided, by a written notice given in
the manner aforesaid to the other party hereto.


 


6.3           Benefit
of Agreement and Assignment. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective executors, administrators, successors and assigns; provided, however,
that Executive may not assign any of his rights or duties hereunder except upon the prior written consent of the Chief Executive
Officer of the Corporation.


 


6.4           Applicable
Law. IRRESPECTIVE OF THE PLACE OF EXECUTION OR PERFORMANCE, THE TERMS
AND CONDITIONS OF THIS AGREEMENT SHALL BE INTERPRETED, GOVERNED BY, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH AND UNDER THE LAWS
OF THE STATE OF COLORADO APPLICABLE TO AGREEMENTS ENTERED INTO AND WHOLLY PERFORMED THEREIN WITHOUT GIVING EFFECT TO ITS CONFLICT
OF LAWS PROVISIONS.


 


6.5           Captions.
The captions appearing at the commencement of the sections hereof are descriptive only and for convenience of reference only
and are not intended to be part of or to effect the meaning or interpretation of this Agreement.


 


6.6           Severability.
In the event that any one or more of the provisions contained in this
Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement or any other such instrument.


 


6.7           Entire
Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes any and all other
prior and/or contemporaneous understandings and agreements, either oral or in writing, between the parties hereto with respect
to the subject matter hereof, all of which are merged herein. Each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, oral or otherwise, have been made by either party, or anyone acting on behalf of either
party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement
shall be valid or binding.


 






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6.8           Amendments.,
Waiver. This Agreement may be modified, amended or waived only by an instrument in writing signed by the Company and the Executive.
No waiver of any provision hereof shall be valid unless made in writing and signed by the party making the waiver. No waiver of
any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver.


 


6.9           Attorneys’
Fees. Should any party hereto institute any action or proceeding at
law or in equity, or in connection with any arbitration, to enforce any provision of this Agreement, including an action for declaratory
relief, or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this
Agreement, or any provision hereof, the prevailing party shall be entitled to recover from the losing party or parties reasonable
attorneys’ fees and expenses for services rendered to the prevailing party in such action or proceeding.


 


6.10         Headings;
Counterparts. The headings contained in this Agreement are inserted for reference purposes only and shall not in any way affect
the meaning, construction or interpretation of this Agreement. This Agreement may be executed in two (2) counterparts, each of
which, when executed, shall be deemed to be an original, but both of which, when taken together, shall constitute one and the
same document.


 


6.11         Further
Assurances. The Executive shall execute and/or cause to be delivered to the Company such instruments and other documents,
and shall take such other actions, as the Company may reasonably request at any time for the purpose of carrying out or evidencing
any of the provisions of this Agreement.


 


6.12         Right
to Legal Representation. The Executive represents and warrants that the Executive has read this Agreement and the Executive
understands connection with the negotiation and execution of this Agreement and that the Executive has either retained and has
been represented by such legal counsel or has knowingly and voluntarily waived his right to such legal counsel and desires to
enter into this Agreement without the benefit of independent legal representation. The Executive acknowledges that Robinson &
Cole LLP• is representing the Company in connection with this Agreement and that it is not representing the Executive in
connection with this Agreement.


 




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IN
WITNESS WHEREOF, each of the Company and the Executive has executed this Agreement as of the date first above written.


 


	GROWGENERATION
    CORP.	 
	 	 	 
	By:	/s/
    Darren Lampert	 
		Name:
    Darren Lampert	 
		Title:
      CEO	 
	 	 	 
	EXECUTIVE	 
	 	 	 
	By:	/s/
    Jason Dawson	 
		Name:
    Jason Dawson	 


 


 


 


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