EMPLOYMENT AGREEMENT


 


This Employment
Agreement (this “Agreement”) is made and entered effective July 15, 2018 by and between Erik Rothchild
(“Executive”) and Rocky Mountain High Brands, Inc., a Nevada corporation (the “Company”).
Certain capitalized terms used but not defined elsewhere in this Agreement have the meanings ascribed to them in Section 24.


 


WHEREAS, the Company
desires to employ Executive on the terms and conditions set forth herein; and


 


WHEREAS, Executive
desires to be employed by the Company on such terms and conditions;


 


NOW, THEREFORE,
in consideration of the foregoing recitals and the mutual covenants and agreements contained in this Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to the foregoing
recitals and as follows:


 


1.                 
Term. Executive’s employment hereunder will be effective as of the Effective Date and will continue
until terminated as provided for herein. The period during which Executive is employed by the Company hereunder is hereinafter
referred to as the “Employment Term.”


 


2.                 
Position and Duties.


 


2.1      
Position. During the Employment Term, Executive will serve as the President and Founder of FitWhey Brands, Inc., a wholly-owned
subsidiary of Rocky Mountain High Brands, Inc., reporting to the Company’s Chief Commercialization Officer or to such other
officer of the Company as directed by the CEO. In such position, Executive will be responsible for sales and promotion of the FitWhey
Brand, and other duties attendant thereto, including assisting in production.  


 


2.2      
Duties. During the Employment Term, Executive will devote all of Executive’s business time and attention to the
performance of Executive’s duties hereunder and will not, without the prior written consent of the Board of Directors of
the Company (the “Board”), engage in any other business activities that conflict or interfere with the performance
of such services or which engage in competition with the Company during the term of this Agreement. 


 


3.                 
Place of Performance. The principal place of Executive’s employment will be 195 W. Oriole Way, Chandler,
AZ 85256. However, Executive shall be responsible for sales and promotion nationwide and shall be available to travel to accomplish
same.


 




    	 		 



    	 



    

 





4.                 
Compensation.


 


4.1      
Base Salary. Subject to Section 4.1(b), the Company will pay Executive an initial annual rate of base salary
of $75,000 through the Company’s payroll system for a commitment of 40 hours per week in periodic installments in
accordance with the Company’s customary payroll practices, (the “Base Salary”). Executive will be eligible
for annual salary increases as approved by the Company’s Board of Directors.


 


4.2      
Annual Bonus. Executive may be eligible to receive an annual bonus to be determined by the Chief Commercialization Officer
as approved by the Chief Executive Officer.


 


4.3      
Equity Awards. Executive will be entitled to participate in any equity incentive compensation plan adopted by the Company,
for the benefit of its executive level officers, during the Employment Term. Additionally, if the Company sells FitWhey Brands,
Inc. to a third party purchaser, Executive will be paid an incentive of 5% of the gross sales price of the sale.


 


4.4      
Employee Benefits. During the Employment Term, Executive will be entitled to participate in all employee benefit plans,
practices and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”),
on a basis which is no less favorable than is provided to other similarly situated executives. Company agrees to cover the cost
of the Executive’s medical premium for employee.


 


4.5      
Vacation; Paid Time-off. During the Employment Term, Executive will be entitled to 3 weeks paid vacation days, and 1
week paid sick days, per calendar year (prorated for partial years) in accordance with the Company’s vacation and sick day
policies in effect from time to time. The foregoing paid vacation and sick days will be in addition to any other paid holidays
declared by the Company in accordance with the Company’s paid holiday vacation policies in effect from time to time. Employee
may carry up to unused 2 weeks of vacation time over each year. Sick time does not carry over from year to year.


 


4.6      
Business Expenses. Executive will be entitled to reimbursement for all reasonable and necessary out-of-pocket business
expenses incurred by Executive in connection with the performance of Executive's duties hereunder in accordance with the Company's
expense reimbursement policies and procedures.





5.  
Termination. This Agreement may be terminated as follows:


 


5.1       Death.
This Agreement shall terminate immediately in the event of the Employee's death, provided, however, that the Employee's estate
shall be paid the Base Salary that the Employee earned through the date of his/her death, in the time and manner in which the
Employee would have been paid such compensation.


 




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5.2
       Disability.
This Agreement shall terminate immediately in the event that the Employee becomes "disabled," as that term is defined
in 29 C.F.R. §1630.2(g)(1), and is unable to perform the essential functions of his/her position, with reasonable accommodation
for a period of 180 consecutive days.


 





5.3
       General Termination. The Company shall be entitled to terminate this Agreement
immediately, for any reason or no reason, it being understood that Executive’s employment is at will. Executive will not
be entitled to any severance pay.


 


5.4 
       Resignation. The Employee shall have the right to terminate this Agreement at
any time, for any reason, by providing the Company with thirty (30) days written notice ("Notice of Resignation"), provided,
however, that subsequent to his/her resignation, the Employee shall be required to comply with the Non-Disclosure and/or
Non Interference provisions set forth in this Agreement and shall not be entitled to any Severance Pay.


 


5.5       Stock
Options and Rule 144 Stock. In the event that the Company terminates this Agreement, any unvested stock options will be canceled
and forfeited by the Employee. The Company agrees that it will not place a stop with its Stock Transfer Agent on any of Company
stock or otherwise interfere with the clearing of any Company stock in the Employee’s name in paper certificate form. Alternatively,
the Company agrees to assist the Employee in clearing any and all of the Company’s Rule 144 stock in Employee’s name
in paper certificate form at the time of termination.


 


5.6       Resignation of All Other Positions. Upon termination of Executive’s
employment hereunder for any reason, Executive will automatically and without the necessity of further action be deemed to
have resigned from all positions that Executive holds as an officer or member of the board of directors (or substantially
similar governing body) of the Company or any of its affiliates.


 


6.                 
Confidential Information. Executive understands and acknowledges that during the Employment Term Executive
will have access to and learn about Confidential Information.


 


6.1      
Company Creation and Use of Confidential Information. Executive understands and acknowledges that the Company has invested,
and continues to invest, substantial time, money and specialized knowledge into developing its resources, creating a customer base,
generating customer and potential customer lists, training its employees, and improving its beverage offerings. Executive understands
and acknowledges that as a result of these efforts, the Company has created, and continues to use and create valuable Confidential
Information which provides the Company with a competitive advantage over others in the marketplace.


 




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6.2      
Disclosure and Use Restrictions. Executive agrees and covenants: (a) to treat all Confidential Information as strictly
confidential; (b) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow
it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including
other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection
with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required
in the performance of Executive’s authorized employment duties to the Company or with the prior written consent of the Chief
Executive Officer (and then, such disclosure will be made only within the limits and to the extent of such duties or consent);
and (c) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources
containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises
or control of the Company, except as required in the performance of Executive’s authorized employment duties to the Company
or with the prior written consent of Chief Executive Officer (and then, such disclosure will be made only within the limits and
to the extent of such duties or consent). Nothing herein will be construed to prevent disclosure of Confidential Information as
may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized
government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order.
Executive will promptly provide written notice of any such order to the Chief Executive Officer. Executive understands and acknowledges
that Executive’s obligations under this Agreement with regard to any particular Confidential Information will commence immediately
upon Executive first having access to such Confidential Information (whether before or after Executive begins employment with the
Company) and will continue during and after Executive’s employment with the Company until such time as such Confidential
Information has become public knowledge other than as a result of Executive’s breach of this Agreement or breach by those
acting in concert with Executive or on Executive’s behalf.


 


7.                 
Restrictive Covenants.


 


7.1      
Acknowledgment. Executive understands that the nature of Executive’s position gives Executive access to and knowledge
of Confidential Information and places Executive in a position of trust and confidence with the Company. Executive further understands
and acknowledges that the Company’s ability to preserve these for the exclusive knowledge and use of the Company is of great
competitive importance and commercial value to the Company, and that improper use or disclosure by Executive is likely to result
in unfair or unlawful competitive activity.


 


7.2      
Non-solicitation of Employees. Executive agrees and covenants not to directly or indirectly solicit, hire, recruit,
and attempt to hire or recruit, or induce the termination of employment of any employee of the Company during the Restricted Period.


 




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7.3      
Non-disparagement. Executive agrees and covenants that Executive will not at any time make, publish or communicate to
any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company
or its businesses, or any of its employees, officers, director (or substantial equivalent), or agents. Company agrees and covenants
that it will cause its officers, directors (or substantial equivalents), and agents not to at any time make, publish or communicate
to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning Executive.


 


7.4      
Code of Conduct and Insider Trading Policy. Executive acknowledges that Executive has been presented with the Company’s
Code of Conduct and Insider Trading Policy, including the Blackout Trading Calendar, and has read, understands
and has executed those agreements in conjunction with executing this Employment Agreement.


 


7.5      
Representations. Executive represents to the Company that Executive is willing and able to engage in businesses that
are not restricted pursuant to this Section 7 and that enforcement of the restrictive covenants set forth in this Section
7 will not be unduly burdensome on Executive. Executive acknowledges that Executive’s agreement to the restrictive covenants
set forth in this Section 7 is a material inducement and condition to the Company’s willingness to enter into this
Agreement and to perform its obligations hereunder. Executive acknowledges and agrees that the restrictive covenant and remedies
set forth in this Section 7 are reasonable as to time, geographic area and scope of activity and do not impose a greater
restraint than is necessary to protect the goodwill and legitimate business interests of the Company.


 


7.6      
Court Modification. Notwithstanding the foregoing, if the restrictive covenants set forth in this Section 7 are
found by a court of competent jurisdiction to contain limitations as to time, geographic area or scope of activity that are not
reasonable or not necessary to protect the goodwill or legitimate business interests of the Company, then such court is hereby
authorized and requested to reform such provisions to the minimum extent necessary to cause the limitations contained in this Section
7 as to time, geographical area and scope of activity to be reasonable and to impose a restraint that is not greater than necessary
to protect the goodwill and legitimate business interests of the Company.


 


8.                 
Remedies. In the event of a breach or threatened breach by Executive of Section 6 or Section
7 of this Agreement, Executive hereby consents and agrees that the Company will be entitled to seek, in addition to other available
remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court
of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate
remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief will be in addition
to, not in lieu of, legal remedies, monetary damages or other available forms of relief.


 




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9.                 
Proprietary Rights.


 


9.1      
Work Product. Executive acknowledges and agrees that all Work Product and Intellectual Property will be the sole and
exclusive property of the Company.


 


9.2      
Work Made for Hire; Assignment. Executive acknowledges that, by reason of being employed by the Company at the relevant
times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for
hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing
does not apply, Executive hereby irrevocably assigns to the Company, for no additional consideration, Executive’s entire
right, title and interest in and to all Work Product and Intellectual Property rights therein, including the right to sue, counterclaim
and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto
throughout the world. Nothing contained in this Agreement will be construed to reduce or limit the Company’s rights, title
or interest in any Work Product or Intellectual Property so as to be less in any respect than that the Company would have had in
the absence of this Agreement.


 


9.3      
Further Assurances; Power of Attorney. During and after Executive’s employment, Executive agrees to reasonably
cooperate with the Company to (a) apply for, obtain, perfect and transfer to the Company the Work Product as well as all Intellectual
Property rights in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including,
without limitation, executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers,
assignments and other documents and instruments as will be requested by the Company. Executive hereby irrevocably grants the Company
power of attorney to execute and deliver any such documents on Executive’s behalf in Executive’s name and to do all
other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, issuance, prosecution and maintenance
of all Intellectual Property rights therein, to the full extent permitted by law, if Executive does not promptly cooperate with
the Company’s request (without limiting the rights the Company will have in such circumstances by operation of law). The
power of attorney is irrevocable, coupled with an interest, and will not be affected by Executive’s subsequent incapacity.


 


9.4      
No License. Executive understands that this Agreement does not, and will not be construed to, grant Executive any license
or right of any nature with respect to any Work Product or Intellectual Property or any Confidential Information, materials, software
or other tools made available to Executive by the Company.


 




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10.             
Security.


 


10.1  
 Security and Access. Executive agrees and covenants (a) to comply with all Facilities
Information Technology and Access Resources of the Company; (b) not to access or use any Facilities and Information Technology
and Access Resources except as authorized by the Company; and (c) not to access or use any Facilities and Information Technology
and Access Resources in any manner after the termination of Executive’s employment by the Company, whether termination is
voluntary or involuntary.


 


10.2  
 Exit Obligations. Upon (a) voluntary or involuntary termination of Executive’s employment or (b) the Company’s
request at any time during Executive’s employment, Executive will (i) provide or return to the Company any and all Company
property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access
devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files,
books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage
devices, hard drives, negatives and data and all Company documents and materials belonging to the Company and stored in any fashion,
including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession
or control of Executive, whether they were provided to Executive by the Company or any of its business associates or created by
Executive in connection with Executive’s employment by the Company; and (ii) delete or destroy all copies of any such documents
and materials not returned to the Company that remain in Executive’s possession or control, including those stored on any
non-Company devices, networks, storage locations and media in Executive’s possession or control.


 


11.             
Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, will be construed in accordance
with the laws of the State of Texas without regard to conflicts of law principles. Any action or proceeding by either of the parties
to enforce this Agreement will be brought only in a state or federal court located in the State of Texas, county of Dallas. The
parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the
maintenance of any such action or proceeding in such venue.


 


12.             
Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings
and representations between Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous
understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.


 


13.             
Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment
or modification is agreed to in writing and signed by Executive and the Company. No waiver by either of the parties of any breach
by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto will be deemed
a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor will the failure
of or delay by either of the parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude
any other or further exercise thereof or the exercise of any other such right, power or privilege.


 




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14.             
Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be
enforceable only if modified, or if any portion of this Agreement will be held as unenforceable and thus stricken, such holding
will not affect the validity of the remainder of this Agreement, the balance of which will continue to be binding upon the parties
with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further
agree that any such court is expressly authorized and requested to modify any such unenforceable provision of this Agreement in
lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision,
deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications
as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by
law. The parties expressly agree that this Agreement as so modified by the court will be binding upon and enforceable against each
of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability will not affect any other provisions hereof, and if such provision
or provisions are not modified as provided above, this Agreement will be construed as if such invalid, illegal or unenforceable
provisions had not been set forth herein.


 


15.             
Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for
convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.


 


16.             
Counterparts. This Agreement may be executed in any number of original, facsimile or portable document
format (.pdf) separate counterparts, each of which will be deemed an original, but all of which taken together will constitute
one and the same instrument.


 


17.             
Tolling. Should Executive violate any of the terms of the restrictive covenant obligations articulated
herein, the obligation at issue will run from the first date on which Executive ceases to be in violation of such obligation.


 


18.             
Section 409A. This Agreement is intended to comply with Section 409A of
the Internal Revenue Code or an exemption thereunder and will be construed and administered in accordance with Section
409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event
and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded
from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded
from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement
will be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment will only
be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations
that the payments and benefits provided under this Agreement comply with Section 409A and in no event will the Company be liable
for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance
with Section 409A.


 




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19.             
Successors and Assigns. This Agreement is personal to Executive and will not be assigned by Executive.
Any purported assignment by Executive will be null and void from the initial date of the purported assignment. The Company may
assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business or assets of the Company. This Agreement will inure to the benefit of the Company and
permitted successors and assigns.


 


20.             
Notice. All notices, requests, consents, claims, demands, waivers and other communications hereunder will
be in writing and will be deemed to have been given and received: (a) when delivered by hand (with written confirmation of receipt);
(b) when received by the addressee if sent by a nationally recognized overnight courier (return receipt requested); (c) on the
date sent by facsimile (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next
business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified
or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the
following addresses (or at such other address for a party as is specified in a notice given in accordance with this Section
20):


 


	If to the Company to:	
        with a copy (which will not constitute
        notice) to:

         

	
        Rocky Mountain High Brands, Inc.

        9101 LBJ Freeway, Suite 200

        Dallas, TX  75243

        Attn: David Seeberger

        Facsimile: (214) 593-5617

        david@rockymountainhighbrands.com
	
        Steven J. Heath

        3010 LBJ Freeway

        Dallas, Texas 75234

        Attn: Steven J. Heath

        Facsimile: (214) 919-6138

        sheathlaw@att.net

         

	
        If to Executive to:

         
	 
	
        Erik Rothchild

        195 W. Oriole Way

        Chandler, AZ 85286

        erik@BFITBrands.com

         
	 


 


21.             
Withholding. The Company will have the right to withhold from any amount payable hereunder any federal,
state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or
regulation.


 


22.             
Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations
of the parties hereto will survive such expiration or other termination to the extent necessary to carry out the intentions of
the parties under this Agreement.


 




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23.             
Acknowledgment of Full Understanding. EXECUTIVE AGREES AND ACKNOWLEDGES THAT EXECUTIVE HAS FULLY READ,
UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS HAD AN OPPORTUNITY
TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT.


 


24.             
Certain Defined Terms. For purposes of this Agreement, the following terms have the following meanings:


 


“Affiliate”
means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries),
controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control,”
when used with respect to any specified Person, means the power, direct or indirect, to direct or cause the direction of the management
and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract
or otherwise; and the terms “controlling” and “controlled” have correlative meanings.


“Common Stock”
means common stock of the Company, par value $0.001 per share.


 


“Common
Stock Share Price” means, as of any particular date: (a) the closing sales price
of the Common Stock on the domestic securities exchange, if any, on which the Common Stock is at the time listed; (b) if there
have been no sales of the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices
for the Common Stock on such exchange at the end of such day; (c) if on any such day the Common Stock is not listed on a domestic
securities exchange, the closing sales price of the Common Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar
quotation system or association for such day; or (d) if there have been no sales of the Common Stock on the OTC Bulletin Board,
the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices
for the Common Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end
of such day; in each case, averaged over twenty (20) consecutive trading days ending on the day on which the “Common Stock
Share Price” is determined.


“Company
Code of Conduct” means the Company’s Code of Conduct and Insider Trading Policy which may be updated from time
to time. These policies define appropriate behavior in the workplace and appropriate trading guidelines for trading the Company’s
stock.


“Confidential
Information” means all information not generally known to the public, in spoken, printed, electronic or any other form
or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents,
research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions,
negotiations, pending


 




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negotiations, know-how,
trade secrets, formulas, computer programs, computer software, applications, operating systems, software design, web design, work-in-process,
databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial
information, results, accounting information, accounting records, legal information, marketing information, advertising information,
pricing information, credit information, design information, payroll information, staffing information, personnel information,
employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings,
sketches, market studies, sales information, revenue, costs, notes, communications, algorithms, product plans, designs, styles,
models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental
processes, experimental results, specifications, customer information, customer lists, client information, client lists, manufacturing
information, factory lists, distributor lists, and buyer lists of the Company or its businesses or any existing or prospective
customer, supplier, investor or other associated third party, or of any other Person that has entrusted information to the Company
in confidence. Without limiting the foregoing, “Confidential Information” also includes (a) other information
that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to
be confidential or proprietary in the context and circumstances in which the information is known or used, and (b) information
developed by Executive in the course of Executive’s employment by the Company as if the Company furnished the same Confidential
Information to Executive in the first instance. Notwithstanding the anything to the contrary, “Confidential Information”
does not include information that (i) is or becomes generally available to the public other than as a result of any act or failure
to act by Executive or anyone acting on Executive’s behalf; (ii) is or becomes available to Executive on a non-confidential
basis from a source other than the Company, unless Executive has actual or constructive knowledge that the source of such information
is prohibited from disclosing the information to Executive by a contractual, legal, fiduciary, or other obligation; (iii) was known
by or in the possession of Executive, as established by documentary evidence, prior to being disclosed to Executive by or on behalf
of the Company ; or (iv) was or is independently developed by Executive, as established by documentary evidence, without reference
to, or use of, in whole or in part, any Confidential Information.


 


“Customer
Information” means all names, phone numbers, addresses, e-mail addresses, order history, order preferences, chain of
command, pricing information and other information identifying facts and circumstances specific to the customer.


“Disability”
means Executive’s incapacity due to physical or mental illness that: (a) prevents Executive from performing Executive’s
duties for the Company on a full-time basis for 90 or more consecutive days or an aggregate of 180 days in any 365 day period;
or (b)(i) the Board determines, in compliance with applicable law, is likely to prevent Executive from performing such duties for
such period of time, and (ii) 30 days have elapsed since delivery of such determination of the Board to Executive and Executive
has not resumed such performance.




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“Facilities
Information Technology and Access Resources” means all Company security policies and procedures as in force from time
to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities access,
monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems,
e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any
and all other Company facilities, IT resources and communication technologies.


 


“Intellectual
Property” means all rights in and to copyrights, trade secrets, trademarks (and related goodwill), mask works, patents
and other intellectual property rights therein arising in any jurisdiction throughout the world and all related rights of priority
under international conventions with respect thereto, including all pending and future applications and registrations therefor,
and continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof.


“Person”
means an individual, corporation, partnership, joint venture, Limited Liability Company, governmental authority, unincorporated
organization, trust, association or other entity.


“Prohibited
Activity” means any activity in which Executive contributes Executive’s knowledge, experience, services, name,
likeness, credibility or reputation, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager,
advisor, consultant, agent, partner, director (or substantial equivalent), stockholder (or other equity or quasi-equity holder),
officer, volunteer, intern or any other similar capacity to any Person [engaged in the same or similar business as the Company,
including those engaged in the beverage business]. “Prohibited Activity” also includes activity that may require
or inevitably requires disclosure of trade secrets, proprietary information or Confidential Information or failure to comply with
the Company’s Code of Conduct or Insider Trading Policy.


“Termination
Date” means, if Executive's employment hereunder terminates on account of (a) Executive’s death, the date of Executive's
death; (b) Executive’s Disability, the date that it is determined that Executive has a Disability; (c) either party providing
notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party
delivers notice of non-renewal; and (d) any other reason, the date set forth in any valid Notice of Termination. Notwithstanding
anything contained herein, the Termination Date will not occur until the date on which Executive incurs a "separation from
service" within the meaning of Section 409A.


 


“Third
Party Purchaser” means any Person who, immediately prior to any contemplated transaction, (a) does not directly or indirectly
own or have the right to acquire any equity interest in the Company and (b) is not an Affiliate of any Person who does directly
or indirectly own or have the right to acquire any equity interest in the Company.




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“Work Product”
means all writings, works of authorship, technology, inventions, discoveries, ideas and other work product of any nature whatsoever,
that are created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Executive individually or
jointly with others during the period of Executive’s employment by the Company and relating in any way to the business or
contemplated business, research or development of the Company (regardless of when or where the Work Product is prepared or whose
equipment or other resources is used in preparing the same) and all printed, physical and electronic copies, all improvements,
rights and claims related to the foregoing, and other tangible embodiments thereof. Without limiting the generality of the foregoing,
“Work Product” includes Company plans, publications, research, strategies, techniques, agreements, documents,
contracts, terms of agreements, negotiations, know-how, formulas, computer programs, computer applications, software design, web
design, work in process, databases, manuals, results, developments, reports, graphics, drawings, sketches, market studies, formulae,
notes, communications, algorithms, product plans, product designs, styles, models, audiovisual programs, inventions, unpublished
patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer
information, client information, customer lists, client lists, manufacturing information, marketing information, advertising information,
and sales information.


 


 


IN WITNESS WHEREOF, the
undersigned have executed and delivered this Agreement as of the Effective Date.


 


 


Company: 


 


Rocky Mountain High Brands,
Inc.


 


 


By:/s/Michael
R. Welch


Name: Michael R. Welch


Title: President &
Chief Executive Officer 


 


 


Executive:


 


By: /s/Erik Rothchild


Name: Erik Rothchild


Title: President &
Founder


FitWhey Brands, Inc.


 




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EXHIBIT A


FORM OF RELEASE


AGREEMENT AND MUTUAL RELEASE


IMPORTANT
NOTICE TO ERIK ROTHCHILD: Various federal, state and municipal laws prohibit employment discrimination based on age, race,
color, creed, religion, sex, sexual orientation, national origin, disability, citizenship, veteran status, and other prohibited
criteria. These laws are enforced through the Equal Employment Opportunity Commission, the Texas Workforce Commission, and other
federal, state and municipal agencies. If you believe that your agreement to accept separation pay and benefits and the signing
of this Agreement was coerced or is discriminatory, you are encouraged to speak with your Officer for Human Relations about your
concerns. You are advised to discuss this Agreement with your attorney. In any event, you should thoroughly review and understand
the effect of this document before signing it. You have twenty-one (21) days from the date you received this Agreement to
return a signed copy of the agreement to Michael Welch. Additionally, you have seven (7) days after returning a signed agreement
to revoke your acceptance, if you so choose. To revoke your acceptance, you must deliver a written notice of revocation to the
attention of Michael Welch, President and Chief Executive Officer, Rocky Mountain High Brands, 9101 LBJ Freeway, Suite 200, Dallas,
TX 75243 within seven days after you sign the Agreement. You will not receive the severance benefits described ion your employment
agreement until the revocation period has expired without revocation by you of the signed agreement. Neither this Notice nor any
terms of this Agreement are acknowledgements or admissions by the Company or you of any violation of state or federal law.


This Agreement
and Mutual Release (this “Agreement”), dated as of _____________________(the “Execution Date”),
is entered into by and among (“Executive”) and Rocky Mountain High Brands, Inc., a Nevada corporation (the “Company”),
pursuant to the terms of that certain Employment Agreement dated July 15, 2018(“Employment Agreement”),
by and between Executive and Company. By letter dated ___________________, delivered by the Rocky Mountain High Brands,
Inc. to Michael Welch, Executive’s employment with the Company and each of its subsidiaries and corporate affiliates has
been terminated, effective ________________. Pursuant to Section 5.7 of the Employment Agreement, Executive agreed
that in consideration for receiving the Severance Amount identified in the Employment Agreement, Executive would execute and deliver
this Agreement to the Company. Each capitalized term used herein and not otherwise defined shall have the meaning given such term
in the Employment Agreement.


1.       Definitions.


“Claims”
means any and all claims, complaints, charges, demands, liabilities, suits, damages, losses, expenses, attorneys' fees, obligations
or causes of action. “Claims” shall not include, and nothing in this Agreement shall be construed to be a waiver or
release of, (i) any rights or obligations of any party arising under or through the Certificate of Incorporation, the Bylaws, or
the Shareholder Agreement of the Company and any subsequent amendments to any such documents; (ii) any rights to indemnity under
Section 4.5 of the Employment Agreement; (iii) any rights or obligations under the Employment Agreement that survive the
date of termination of Executive’s employment with the Company; (iv) any vested or previously accrued benefits under any
retirement or welfare plan of the Company; or (v) Executive’s entitlement, if any, to continue medical and dental insurance
coverage under and pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).




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“Company
Parties” means the Company, each of its predecessors, successors, assigns, parents, Subsidiaries and affiliates and each
of the foregoing entities' respective past, present and future members, managers, officers, employees, agents, representatives,
principals, insurers, attorneys, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such
programs), and any Person acting by, through, under or in concert with any of the foregoing entities.


“Executive
Parties” means Executive and Executive’s family, attorneys, heirs, estate, agents, executors, representatives,
administrators and each of their respective successors and assigns.


2.       Executive’s
General Release and Covenant Not to Sue.


a.       Executive,
on behalf of Executive and each of the other Executive Parties, hereby generally releases and forever discharges the Company Parties
from any and all Claims, known or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured, which
any of them have or may have arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or
any other matters or things occurring or existing at any time prior to and including the Execution Date, including but not limited
to any Claims against any of the Company Parties based on, relating to or arising under wrongful discharge, retaliation, breach
of contract (whether oral or written), tort, fraud, defamation, slander, breach of privacy, violation of public policy, negligence,
promissory estoppel, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities
Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local law relating to employment (or unemployment),
the payment of wages, salary or other compensation, civil or human rights, or discrimination in employment (based on age or any
other factor) in all cases arising out of or relating to Executive's employment by the Company or any Subsidiary thereof or Executive’s
investment in the Company or any Subsidiary thereof or Executive’s services as an officer or employee of the Company or any
Subsidiary thereof, or otherwise relating to the termination of such employment or services.


b.       Executive,
on behalf of Executive and each of the other Executive Parties, hereby covenants forever not to assert, file, prosecute, commence,
institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal,
equitable, arbitral or administrative proceeding of any nature, against any of the Company Parties in connection with any released
Claims, and represents and warrants that no other person or entity has initiated or, to the extent within Executive’s control,
will initiate any such proceeding on Executive’s behalf, and that if such a proceeding is initiated, Executive shall accept
no benefit therefrom. Provided, however, the Parties acknowledge that this Agreement does not prohibit Executive from pursuing
an administrative claim with a local, state or federal administrative body, but does preclude Executive from pursuing court action
regarding any such claim.




    	 	15	 



    	 



    

 


3.       Company’s
General Release and Covenant Not to Sue.


a.       The
Company, on its own behalf and on behalf of the other Company Parties, hereby generally releases and forever discharges the Executive
Parties from any and all Claims, known or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured,
which any of them may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or
any other matters or things occurring or existing at any time prior to and including the Execution Date (including but not limited
to any Claims based on, relating to or arising under breach of contract (whether oral or written), tort, fraud, defamation, slander,
violation of public policy, negligence, promissory estoppel, or any other federal, state or local law relating to employment or
discrimination in employment) in all cases arising out of or relating to Executive's employment by the Company or any Subsidiary
thereof or Executive’s investment in the Company or any Subsidiary thereof or Executive’s services as a director, officer
or employee of any Company Party (or of any entity for which Executive has served in any such capacity or a similar capacity at
the request of the Company), or otherwise relating to the termination of such employment or services.


b.       The
Company, on behalf of itself and the other Company Parties, hereby covenants forever not to assert, file, prosecute, commence,
institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal,
equitable, arbitral or administrative proceeding of any nature, against any of the Executive Parties in connection with any released
Claims, and represents and warrants that no other person or entity has initiated or to the extent within its control, will initiate
any such proceeding on its behalf, and that if such a proceeding is initiated, the Company and the other Company Parties shall
accept no benefit therefrom.


4.       Acknowledgments.
Executive and the Company acknowledge that, by entering into this Agreement, neither the Executive nor the Company admits to any
wrongdoing in connection with Executive’s employment, and that this Agreement is intended as a compromise of any Claims that
any Party has or may have against the other. Executive acknowledges that Executive has read and understands this Agreement, is
fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than
those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment.


5.       Resignation.
Executive hereby confirms Executive’s resignations from all officer positions with Company and each of its direct or indirect
subsidiaries and corporate or non-corporate affiliates, effective immediately.


6.       Injunctive
Relief. The parties hereto acknowledge that money damages would be both incalculable and an insufficient remedy for a breach
of this Agreement by either party hereto and that any such breach would cause the non-breaching party irreparable harm. Accordingly,
each party hereto, in addition to any other remedies at law or in equity it may have, shall be entitled, without the requirement
of posting of bond or other security, to equitable relief, including injunctive relief and specific performance, in connection
with a breach of this Agreement by the other party. If either party hereto files a pleading with a court seeking immediate injunctive
relief and this pleading is challenged by the other party and the injunctive relief sought is not awarded, the party seeking injunctive
relief shall pay all of the costs and attorneys’ fees of the other party.




    	 	16	 



    	 



    

 


7.       Severability.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision
shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore,
in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision
as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.


8.       Attorney’s
Fees. Executive agrees to pay the reasonable attorney’s fees, costs and any damages any Company Party may incur as a
result of Executive breaching a promise Executive made in this Agreement (such as by suing a Company Party over a released Claim)
or if any representation Executive made in this Agreement is false. The Company agrees to pay the reasonable attorney’s fees,
costs and any damages any Executive Party may incur as a result of the Company breaching a promise the Company made in this Agreement
(such as by suing an Executive Party over a released Claim) or if any representation the Company made in this Agreement is false.


9.       Counterparts.
This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together shall
constitute one and the same instrument. Any counterpart of this Agreement that has attached to it separate signature pages which
together contain the signature of all parties hereto shall for all purposes be deemed a fully executed original. Facsimile or pdf
signatures shall constitute original signatures.


10.       Governing
Law; Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without reference
to principles of conflict of laws of Texas or any other jurisdiction.


11.       Older
Worker Benefit Protection Act (OWBPA) Acknowledgement. Executive is fully aware of all facts with regard to Executive’s
rights, including Executive’s rights under the Age Discrimination in Employment Act (“ADEA”), and acknowledges
receipt of a disclosure statement in compliance with the OWBPA, which is attached to this Agreement. Executive understands that
by executing this Agreement, Executive is waiving Executive’s right to any relief for any claim under the ADEA. Executive
may still file a charge of discrimination with the Equal Employment Opportunity Commission regarding such claims, but this Agreement
and waiver will bar Executive from receiving any compensation or personal relief in the event of such a charge. Executive is hereby
notified that Executive has 21 days to consider this Agreement although Executive may waive that period and sign the Agreement
at any time prior to the end of the 21-day period. Executive is advised in writing by this Agreement to consult with an attorney
prior to signing this Agreement, and by Executive’s signature below Executive represents Executive has consulted with an
attorney, or voluntarily elected not to consult with an attorney, with respect to this Agreement. In addition, Executive understands
that Executive may revoke this Agreement within 7 days after Executive has signed it by written notice to:


Rocky Mountain High Brands, Inc.


9101 LBJ Freeway, Suite 200


Dallas, TX  75243


Attn: Michael Welch


michael@rockymountainhighbrands.com


This Agreement
shall not become effective or enforceable until the 7-day revocation period has expired without Executive’s revocation. Executive
acknowledges that if Executive accepts any of the Severance Amount identified in the Employment Agreement after the expiration
of the 7-day period, such acceptance shall constitute confirmation by Executive that Executive did not revoke this Agreement during
the 7-day period.




    	 	17	 



    	 



    

 


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


 


Company: 


 


Rocky Mountain High Brands,
Inc.


 


 


By:/s/Michael
R. Welch


Name: Michael R. Welch


Title: President &
Chief Executive Officer 


 


 


Executive:


 


By: /s/Erik Rothchild


Name: Erik Rothchild


Title: President &
Founder


FitWhey Brands, Inc.


 







    	 	18