cbdmd_ex102





 







EXHIBIT 10.2



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 CBD Industries LLC, a North Carolina
limited liability company formerly known as cbdMD LLC (the
“Company”)
and R. Scott Coffman (the “Executive”).


 



RECITALS


 


WHEREAS, the Company is a wholly-owned
subsidiary of cbdMD, Inc., a North Carolina corporation (the
“Parent”).


 


WHEREAS, the
Executive serves as co-Chief Executive Officer of the Parent and
Chief Executive Officer of the Company.


 


WHEREAS, the Company and the Executive
are parties to that certain Executive Employment Agreement dated
December 20, 2018 (the “Coffman Employment
Agreement”).


 


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


 


NOW, THEREFORE, in consideration of the
mutual agreements herein made, the Company 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 Coffman 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 Company'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 of
the Parent (the “Parent Compensation
Committee”) 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 Company.


 



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 Coffman
Employment Agreement has not otherwise been terminated by either
party, (b) the Parent’s audited financial statements for the
fiscal year ended September 30, 2020 shall have been completed and
the Parent’s independent registered public accounting firm
shall have issued an unqualified opinion on such financial
statements, and (c) the Parent 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 Parent’s Board of
Directors.






 



4.           

No Other
Revisions. Except as set forth herein, all other terms and
conditions of the Coffman 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:

	
 


	
 


	
 

	
 

	
   

	
 


	



	
 

	
 

	
CBD Industries
LLC

cbdMD, Inc., its
sole member


	
 


	



	
 

	
 

	



	
 







	



	
 

	
   



	
By: T. Ronan
Kennedy,

	
 


	



	
 

	
 

	Chief Financial
Officer	
 


	



	
 

	
 

	
 


	
 


	
Witness: 



	
 

	
 

	
THE
EXECUTIVE

	
 







	



	
 

	
 

	



	
 


	



	
 

	
 

	
R. Scott
Coffman