cbdmd_ex101





 







EXHIBIT 10.1



FORM OF



AMENDMENT NO. 1



TO THE



EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS AMENDMENT NO. 1 TO THE EXECUTIVE
EMPLOYMENT AGREEMENT
(“Amendment
No. 1”) is made and entered effective this 13th day of
November, 2020 by and between cbdMD, Inc., a North Carolina
corporation (the “Corporation”)
and Martin A. Sumichrast, an individual (the “Executive”).


 



RECITALS


 


WHEREAS, the Executive is the Chairman
of the Corporation’s Board of Directors and its co-Chief
Executive Officer.


 


WHEREAS, the Corporation and the
Executive are parties to that certain Executive Employment
Agreement dated September 6, 2018 (the “Sumichrast
Employment Agreement”).


 


WHEREAS, the parties desire to amend the
Sumichrast Employment Agreement as herein after set
forth.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein made, the Corporation and the Executive do
hereby agree as follows:


 


1.           Recitals.
The above recitals are true, correct, and are herein incorporated
by reference.


 


2.           Base
Salary.


 


(i)           Section
5a of the Sumichrast Employment Agreement is hereby deleted in its
entirety and replaced with the following:


 



a.            

Salary. The
Executive shall be paid a base salary (“Base
Salary”), payable in accordance with the Corporation's
policies from time to time for senior executives, at an annual rate
Three Hundred Thirty-five Thousand dollars ($335,000). The Base
Salary thereafter may be increased, but not decreased, from time to
time, by the Compensation Committee of the Board of Directors in
connection with reviews of Executive’s performance, which
such reviews shall occur no less frequently than
annually.






 


(ii)           The
foregoing increase in the Base Salary payable to the Executive
shall be retroactively effective to the first day of the current
payroll period of the Corporation.


 



3.           

Award of
Discretionary Bonus. The Executive is hereby awarded a
discretionary bonus of Two Hundred Fifty Thousand dollars
($250,000), payable in January 2021, provided that (a) the
Sumichrast Employment Agreement has not otherwise been terminated
by either party for any reason, (b) the Corporation’s audited
financial statements for the year ended September 30, 2020 shall
have been completed and the Corporation’s independent
registered public accounting firm shall have issued an unqualified
opinion on such financial statements, and (c) the Corporation shall
have timely filed its Annual Report on Form 10-K for the fiscal
year ended September 30, 2020 (collectively, the
“Bonus
Conditions”). The determination of the satisfaction of
the Bonus Conditions shall be made in writing by the Chairman of
the Audit Committee of the Corporation’s Board of
Directors.






 



4.           

No Other
Revisions. Except as set forth herein, all other terms and
conditions of the Sumichrast Employment Agreement remain in full
force and effect.






 



 







 






 


IN WITNESS WHEREOF, the parties have
executed this Amendment No. 1 as of the day and date first above
written.


 


 


	
Witness: 



	

 

	

 

	
THE CORPORATION:

	

 


	
 


	

 

	

 

	
   

	

 


	

	

 

	

 

	cbdMD,
Inc.	

 


	

	

 

	

 

	

	

 







	
	

 

	
   



	
By: T. Ronan
Kennedy,	

 


	
	

 

	

 

	Chief Financial
Officer	

 


	
	

 

	

 

	 
	

 


	Witness: 

	

 

	

 

	THE
EXECUTIVE	

 







	
	

 

	

 

	
	

 


	

	

 

	

 

	Martin A.
Sumichrast