Exhibit 10.3


 


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


 


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (this "Agreement") is entered into as of June 14, 2018 (the “Effective Date”), by and between CV
SCIENCES, INC., a Delaware corporation (the "Company"), and JOSEPH DOWLING ("Executive").


 


Recitals


 


A.       The Company and Executive entered into that certain Executive Employment Agreement dated July 6, 2016, and this Agreement
supersedes and replaces such prior agreement in its entirety.


 


B.        The
Company operates two distinct business segments: a specialty pharmaceutical division focused on developing and commercializing
novel therapeutics utilizing synthetic Cannabidiol (“CBD”); and, a consumer product division in manufacturing, marketing
and selling plant-based CBD product to a range of market sectors.


 


C.       Executive is the Chief Executive Officer and Chief Financial Officer of the Company, and Executive and the Company
desire to set forth the terms and conditions of the Executive's employment by the Company.


 


Agreement


 


NOW, THEREFORE, in consideration
of these premises, the mutual covenants and agreements of the parties hereunder, and for other good and valuable consideration
the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


	1.	Employment and Duties.




 


1.1              Position.
The Company hereby employs Executive, and Executive hereby accepts employment with the Company, as Chief Executive Officer and
Chief Financial Officer of the Company.


 


1.2             Duties.
Executive agrees to devote his best efforts, and shall have primary responsibility within the Company, to act as the senior executive
of the Company and have responsibility for the effective operation of the Company, the overall leadership and strategic directions
of the Company, and to perform such other duties assigned to him by the Board of Directors of the Company (the "Board of
Directors"). As Chief Financial Officer of the Company, Executive agrees to devote his best efforts, and shall have primary
responsibility within the Company to act as the senior financial executive of the Company.


 


1.3              Reporting.
Executive shall report to the Board of Directors.


 


1.4              Place of Employment. Executive shall perform his services hereunder at the Company's San Diego, CA offices.


 


1.5              Change
of Duties. The duties of Executive may reasonably be modified from time to time by the mutual consent of the Company and Executive
without resulting in a rescission of this Agreement. The mutual written consent of the Company and Executive shall constitute
execution of that modification. Notwithstanding any such change, the employment of Executive shall be construed as continuing
under this Agreement as so modified.


 


1.6              Devotion
of Time to Company's Business. During the Term of this Agreement (as such term is defined in Section 1.7 hereof), Executive
agrees (i) to devote substantially all of his productive time, ability and attention to the business of the Company during normal
working hours, (ii) not to engage in any other business duties or business pursuits whatsoever which conflict with his duties
to the Company, (iii) whether directly or indirectly, not to render any services of a commercial or professional nature to any
individual, trust, partnership, company, corporation, business, organization, group or other entity (each, a "Person")
which conflict with his duties to the Company, whether for compensation or otherwise, without the prior written consent of the
Board of Directors, and (iv) whether directly or indirectly, not to acquire, hold or retain more than a one percent (1%) interest
in any business competing with or similar in nature to the business of the Company or any of its Affiliates (as such term is defined
below); provided, however, the expenditure of reasonable amounts of time for other matters and charitable, educational
and professional activities or, subject to the foregoing, the making of passive personal investments shall not be deemed a breach
of this Agreement or require the prior written consent of the Company if those activities do not materially interfere with the
services required of Executive under this Agreement. For purposes of this Agreement, "Affiliates" shall mean any Person
that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with,
the Company.


 


 


 






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1.7             Term.
Unless sooner terminated as provided in Section 4 hereof, the term of this Agreement shall continue through June 13, 2021
(the "Term”). The Company and Executive shall consult on extension of the Term as soon as reasonably practicable in
the month of April 2021 but neither the Company nor Executive shall be under any obligation to extend the Term. The Term, together
with any extensions or renewal terms shall be referred to in this Agreement as the "Term of this Agreement."


 


1.8            Observance
of Company Rules. Regulations and Policies. Executive shall duly, punctually and faithfully perform and observe any and all
rules, regulations and policies which the Company may now or hereafter reasonably establish governing the conduct of its business
or its employees to the extent such rules, regulations and policies are not in conflict with this Agreement. Executive shall promptly
provide written notice to the Board of Directors of any such apparent conflict of which Executive becomes aware.


 


1.9             Intellectual Property. Executive hereby assigns and agrees to assign in the future to the Company all Executive’s
right, title and interest in and to any and all such work products and designs (whether or not patentable or registerable under
copyright or similar statutes) made or conceived or reduced to practice or learned by Executive, either individually or jointly
with others, during Executive’s employment with the Company (“Intellectual Property”).


 


	2.	Compensation.




 


2.1              Base Salary. During the Term of this Agreement, the Company shall pay to Executive an annual base salary in
such amounts as the Compensation Committee of the Board of Directors (the "Compensation Committee") shall recommend to
the full Board of Directors for approval (the "Base Salary"). As determined by the Board of Directors by special meeting
on February 5, 2018, effective as of January 1, 2018 the Base Salary for 2018 shall initially be set at $400,000, payable in accordance
with the Company's standard payroll procedures in effect at the time of payment. The Company shall withhold from any payroll or
other amounts payable to Executive pursuant to this Agreement all federal, state, city or other taxes and contributions as are
required pursuant to any law or governmental regulation or ruling now applicable or that may be enacted and become applicable in
the future.


 


2.2              Performance Bonuses. In addition to the Base Salary, the Company may pay to Executive annual bonuses based
on the Company's performance and/or Executive's performance (“Annual Bonus”) as follows:


 


(a)          Bonus
based on Achievement of Annual Performance Goals. Based upon performance of the Company as reflected by satisfaction of the
performance goals previously delivered to Executive, the Company may pay Executive a bonus in addition to Base Salary in such
amount as may be determined by the Board of Directors. The targeted amount of the Annual Bonus shall be 50% of Employee’s
then effective Base Salary; provided, however, that the payment and amount of any Annual Bonus shall be in the sole discretion
of the Board of Directors.


 


(b)         
Establishment of Annual Bonus Performance Goals. The Company may propose new performance goals for purposes
of determining additional annual bonuses payable to Executive in consultation with Executive.


 


2.3             
Stock Options. The Board may, from time to time and as recommended by the Compensation Committee, grant to Executive
incentive stock options or other Stock Awards, as defined in and pursuant to the Company’s 2013 Amended and
Restated Equity Incentive Plan.


 


2.4              Incentive Plans. In addition to all other benefits and compensation provided by this Agreement, Executive
shall be eligible to participate in such of the Company's equity, compensation and incentive plans as are generally available to
any of the management executives of the Company, including without limitation any executive and performance bonus or incentive
plans.


 


2.5             Vacation. Executive shall be entitled to such annual vacation time with full pay as the Company may provide
in its standard policies and practices for any other management executives; provided, however, that in any event Executive
shall be entitled to a minimum of twenty (20) days annual paid vacation time exclusive of holidays.


 


2.6             Directors and Officers Liability Insurance. Executive shall be entitled to participation in, and have the
benefit of directors’ and officers’ liability insurance providing coverage consistent with standards in the life science
industry.


 


 


 






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2.7             Term Life Insurance. The Company shall pay directly to the insurance carrier the cost of premiums due on a
term life insurance in the amount of $1,500,000, with such beneficiary or beneficiaries thereunder as may be designated from time
to time by Executive. The Company shall reimburse Executive all amounts to maintain such policy in full force and effect during
the Term of this Agreement.


 


2.8             Disability Insurance. The Company shall procure and maintain a disability insurance policy and the Company
shall pay the premiums due on such policy and maintain such policy in full force and effect during the Term of this Agreement.


 


2.9             Outside Counsel for Executive. In order for Executive to have the benefit of counsel to advise and counsel
Executive with respect to this Agreement, the Company shall pay the reasonable attorneys' fees and expenses incurred by Executive
in connection with such advice and counsel and the drafting and execution of this Agreement.


 


2.10            Other
Benefits. Executive shall participate in and have the benefits of all present and future vacation, holiday, paid leave, unpaid
leave, life, accident, disability, dental, vision and health insurance plans, pension, profit-sharing and savings plans and all
other plans and benefits which the Company now or in the future from time to time makes available to any of its management executives.


 


2.11           Car Allowance. Executive shall receive a monthly car allowance of $1,500, to be paid directly by the Company.


 


2.12           Withholding. The parties shall comply with all applicable legal withholding requirements in connection with
all regular monthly and/or bi-monthly compensation payable to Executive hereunder.


 


3.        Expense
Reimbursement. The Company shall reimburse Executive for all business travel and other out-of-pocket expenses reasonably incurred
by Executive in the course of performing his duties under this Agreement. All reimbursable expenses shall be appropriately documented
and shall be in reasonable detail and in a format and manner consistent with the Company's expense reporting policy, as well as
applicable federal and state tax record keeping requirements.


 


4.        Termination
and Rights on Termination. This Agreement shall terminate upon the occurrence of any of the following events:


 


4.1             Death. Upon the death of Executive, the Company shall, within thirty (30) days of receiving notice of such
death, pay Executive's estate all salary and other compensation hereunder, then due and payable and all accrued vacation pay and
bonuses, if any, in each case payable or accrued through the date of death. In addition, the Company shall pay Executive's estate
at the time or times otherwise payable under the terms of this Agreement, all salary and accrued benefits that would have been
payable hereunder by the Company to Executive during the one-year period immediately following Executive's death. Any payment due
under this Section 4.1 may be funded by one or more policies of life insurance to be purchased by the Company and which
provide for a benefit in the amount payable to Executive as beneficiary under such policy or policies equal to that due Executive
under this Section. In the event the Company purchases such policy or policies and thereafter maintains such policy or policies
in continuous and full force and effect during the term hereof, then Executive agrees to look solely to such policy or policies
for payment of any amount due hereunder; provided, however, that in the event the Company does not purchase such policy or policies
and thereafter maintain such policy or policies in continuous and full force and effect during term hereof, then the Company shall
be directly and fully obligated to Executive for such payment.


 


4.2             Disability. Upon the mental or physical Disability (as such term is defined below) of Executive, the Company
shall, within thirty (30) days following the determination of Disability, pay Executive all salary then due and payable and all
accrued vacation pay and bonuses, if any, in each case payable or accrued through the date of determination. In addition, the Company
shall pay all salary and accrued benefits that would have been payable hereunder by the Company to Executive during the one-year
period immediately following Executive's disability. For purposes of this Agreement, "Disability" shall mean a physical
or mental condition, verified by a physician designated by the Company, which prevents Executive from carrying out one or more
of the material aspects of his assigned duties for at least ninety (90) consecutive days, or for a total of ninety (90) days in
any six (6) month period. Any payment due under this Section 4.2 may be funded by one or more policies of disability insurance
to be purchased by the Company and which provide for a benefit in the amount payable to Executive as beneficiary under such policy
or policies equal to that due Executive under this Section. In the event the Company purchases such policy or policies and thereafter
maintains such policy or policies in continuous and full force and effect during the term hereof, then Executive agrees to look
solely to such policy or policies for payment of any amount due hereunder; provided, however, that in the event the Company does
not purchase such policy or policies and thereafter maintain such
policy or policies in continuous and full force and effect during term hereof, then the Company shall be directly and fully obligated
to Executive for such payment.


 


 


 






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4.3            
Termination by the Company for Cause. Upon delivery by the Board to Executive of a written notice terminating
this Agreement for Cause (as such term is defined below), which notice shall be supported by a reasonably detailed statement of
the relevant facts and reasons for termination, the Company shall, within thirty (30) days following such termination, pay Executive
all salary then due and payable through the date of termination. Executive shall not be entitled to any severance compensation
or any accrued vacation pay or bonuses. For purposes of this Agreement, "Cause" shall mean:


 


(a)           Executive
shall have committed an act of fraud, embezzlement or theft with respect to the property or business of the Company, in any such
event in such a manner as to cause material loss, damage or injury to the Company;


 


(b)           Executive
shall have materially breached this Agreement as determined by the Board and such breach shall have continued for a period of
twenty (20) days after receipt of written notice from the Board specifying such breach;


 


(c)          Executive shall have been grossly negligent in the performance of his duties hereunder, intentionally not performed
or mis-performed any of such duties, or refused to abide by or comply with the reasonable and lawful directives of the Board of
Directors, in each case as reasonably determined by the Board, which action shall have continued for a period of twenty (20) days
after receipt of written notice from the Board demanding such action cease or be cured; or


 


(d)             Executive shall have been found guilty of, or has plead nolo contendere to, the commission of a felony offense
or other crime involving moral turpitude.


 


4.4             Termination by the Company Without Cause. In the event the Board delivers to Executive a written notice terminating
Executive's employment under this Agreement for any reason without Cause, the Company shall continue to pay Executive all salary,
benefits, bonuses and other compensation that would be due hereunder through the end of the Term of this Agreement had the Company
not terminated Executive's employment, but in any event not less than one-year after the date of such termination, with such amounts
payable in accordance with the Company’s standard payroll.


 


4.5             Voluntary Termination by Executive. Thirty (30) days after delivery by Executive to the Company of a written
notice terminating this Agreement for any reason without Good Reason, within thirty (30) days following the effective date of termination,
the Company shall pay Executive all salary then due and payable through the date of termination. Executive shall not be entitled
to any severance compensation or bonuses.


 


4.6            
Termination by Executive for Good Reason. Thirty (30) days after delivery by Executive to the Company of a
written notice terminating this Agreement for Good Reason (as such term is defined below), the Company shall pay Executive such
amounts in such manner as provided for in Section 4.4 hereof. For purposes of this Agreement, "Good Reason" shall
mean:


 


(a)         The
assignment of Executive to any duties inconsistent with, or any adverse change in, Executive's positions, duties, responsibilities,
functions or status with the Company, or the removal of Executive from, or failure to reelect Executive to, any of such positions;
provided, however, that a change in Executive's positions, duties, responsibilities, functions or status that Executive
shall agree to in writing shall not be an event of Good Reason or give rise to termination under this Section 4.6;


 


(b)         
A reduction by the Company of Executive's Base Salary without his written consent;


 


(c)         The failure by the Company to continue in effect for Executive any material benefit provided herein or otherwise
available to any of the management executives of the Company, including without limitation, any retirement, pension or incentive
plans, life, accident, disability or health insurance plans, equity or cash bonus plans or savings and profit sharing plans, or
any action by the Company which would adversely affect Executive's participation in or reduce Executive's benefits under any of
such plans or deprive Executive of any fringe benefit enjoyed by Executive; or


 


(d)         
Any other material breach by the Company of this Agreement which is not cured within twenty (20) days of delivery
of written notice thereof by Executive to the Company.


 


 


 






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4.7            
Effect of Termination; Executive's Stock Options.


 


(a)           All
rights and obligations of the Company and Executive under this Agreement shall cease as of the effective date of termination,
except that the obligations of the Company under this Section 4 and Executive's obligations under Sections 5 and
6 hereof shall survive such termination in accordance with their respective terms.


 


(b)           In addition, notwithstanding anything to the contrary contained herein or in any agreement with respect thereto,
(i) upon termination of Executive's employment pursuant to Sections 4.3 or 4.5 (termination with Cause or voluntary
termination without Good Reason) all Stock Options, other equity options, restricted equity grants and similar rights held by Executive
with respect to securities of the Company not then fully vested shall immediately terminate and revert to the Company, (ii) upon
termination of Executive's employment pursuant to Section 4.4 or Section 4.6 (termination without Cause or voluntary
termination with Good Reason), all Stock Options, other equity options, restricted equity grants and similar rights held by Executive
with respect to securities of the Company shall, remain in full force and effect and shall not be affected by such termination,
and shall continue to vest, and (iii) upon termination of Executive's employment pursuant to Section 4.1 or Section 4.2
(Executive’s death or Disability), all Stock Options, other equity options, restricted equity grants and similar rights held
by Executive with respect to securities of the Company shall, to the extent not then fully vested, immediately become fully vested.


 


4.8             No Termination by Merger; Transfer of Assets or Dissolution. This Agreement shall not be terminated by any
dissolution of the Company resulting from either merger or consolidation in which the Company is not the consolidated or surviving
corporation or other entity or transfer of all or substantially all of the assets of the Company. In such event, the rights, benefits
and obligations herein shall automatically be deemed to be assigned to the surviving or resulting corporation or other entity or
to the transferee of the assets, as the case may be, with the consent of Executive.


 


4.9             Non-Disparagement. During the Term and at all times thereafter, Executive agrees not to make or solicit or
encourage others to make or solicit directly or indirectly any disparaging, derogatory or negative statement or communication,
oral or written, about the Company or its business practices, programs, products, services, operations, policies, activities, current
or former officers, directors, managerial personnel, or other employees, or its customers to any other person or entity; provided,
however, that such restriction shall not prohibit truthful testimony compelled by valid legal process or to the extent made
in connection with filing or asserting any claims relating to employment. The Company agrees not to make any disparaging, derogatory
or negative statement or communication, oral or written, about Executive; provided, however, that such restriction shall
not prohibit truthful testimony compelled by valid legal process. Notwithstanding anything herein to the contrary, nothing in this
Section 4.11 shall prevent any party to this Agreement from exercising its or his authority or enforcing its or his rights
or remedies hereunder or that such party may otherwise be entitled to enforce or assert under another agreement or applicable law,
or limit such rights or remedies in any way.


 


	5.	Restriction on Competition.




 


5.1             Covenant Not to Compete. During the Term of this Agreement and for a period of twelve (12) months from the
termination of this Agreement, Executive shall not, without the prior written consent of the Company, either directly or indirectly,
for himself or on behalf of or in conjunction with any other Person if such activities would necessarily involve the disclosure
or use of any of the Company’s trade secrets, confidential or other proprietary information (i) own, manage, operate, control,
be employed by, participate in, render services to, or be associated in any manner with the ownership, management, operation or
control of, any business similar to the type of business conducted by the Company or any of its Affiliates within any of the geographic
territories in which the Company or any of its Affiliates conducts business, (ii) solicit business of the same or similar type
being carried on by the Company or any of its Affiliates from any Person known by Executive to be a customer of the Company or
any of its Affiliates, whether or not Executive had personal contact with such Person during and by reason of Executive's employment
with the Company, or (iii) endeavor or attempt in any way to interfere with or induce a breach of any contractual relationship
that the Company or any of its Affiliates may have with any employee, customer, contractor, supplier, representative or distributor.


 


5.2              No Breach for Activities Deemed Not Competitive. It is further agreed that, in the event that Executive shall
cease to be employed by the Company and enter into a business or pursue other activities that, at such time, are not in competition
with the Company or any of its Affiliates, Executive shall not be chargeable with a violation of this Section 5 if the Company
subsequently enters the same (or a similar) competitive business or activity. In addition, if Executive has no actual knowledge
that his actions violate the terms of this Section 5, Executive shall not be deemed to have breached the restrictive covenants
contained herein if, promptly after being notified by the Company of such breach, Executive ceases the prohibited actions.


 


 


 






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5.3             Severability. The covenants in this Section 5 are severable and separate, and the unenforceability
of any specific covenant shall not affect the provisions of any other covenant. If any provision of this Section 5 relating
to the time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed
the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, such time period or
geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such
court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to
reflect such determination.


 


5.4             Fair and Reasonable. Executive has carefully read and considered the provisions of this Section 5 and,
having done so, agrees that the restrictive covenants in this Section 5 impose a fair and reasonable restraint on Executive
and are reasonably required to protect the interests of the Company, its Affiliates and their respective officers, directors, employees
and stockholders. It is further agreed that the Company and Executive intend that such covenants be construed and enforced in accordance
with the changing activities, business and locations of the Company throughout the term of these covenants.


 


	6.	Confidential Information.




 


6.1             Confidential Information. Executive hereby agrees to hold in strict confidence and not to disclose to any
third party, other than employees and agents of the Company or persons retained by the Company to represent its interests, any
of the valuable, confidential and proprietary business, financial, technical, economic, sales and/or other types of proprietary
business information relating to the Company or any of its Affiliates (including all trade secrets) in whatever form, whether oral,
written, or electronic (collectively, the "Confidential Information"), to which Executive has, or is given (or has had
or been given), access during the course of his employment with the Company. It is agreed that the Confidential Information is
confidential and proprietary to the Company because such Confidential Information encompasses technical know-how, trade secrets,
or technical, financial, organizational, sales or other valuable aspects of the business and trade of the Company or its Affiliates,
including without limitation, technologies, products, processes, plans, clients, personnel, operations and business activities.
This restriction shall not apply to any Confidential Information that (a) becomes known generally to the public through no fault
of the Executive, (b) is required by applicable law, legal process, or any order or mandate of a court or other governmental authority
to be disclosed, or (c) is reasonably believed by Executive, based upon the advice of legal counsel, to be required to be disclosed
in defense of a lawsuit or other legal or administrative action brought against Executive; provided, however, that in the
case of clause (b) or (c), Executive shall give the Company reasonable advance written notice of the Confidential Information intended
to be disclosed and the reasons and circumstances surrounding such disclosure, in order to permit the Company to seek a protective
order or other appropriate request for confidential treatment of the applicable Confidential Information.


 


6.2              Return of Company Property. In the event of termination of Executive's employment with the Company for whatever
reason or no reason, (a) Executive agrees not to copy, make known, disclose or use, any of the Confidential Information without
the Company's prior written consent, and (b) Executive or Executive's personal representative shall return to the Company (i) all
Confidential Information, (ii) all other records, designs, patents, business plans, financial statements, manuals, memoranda, lists,
correspondence, reports, records, charts, advertising materials and other data or property delivered to or compiled by Executive
by or on behalf of the Company or its respective representatives, vendors or customers that pertain to the business of the Company
or any of its Affiliates, whether in paper, electronic or other form, and (iii) all keys, credit cards, vehicles and other property
of the Company. Executive shall not retain or cause to be retained any copies of the foregoing. Executive hereby agrees that all
of the foregoing shall be and remain the property of the Company and the applicable Affiliates and be subject at all times to their
discretion and control.


 


	7.	Corporate Opportunities.




 


7.1              Duty to Notify. During the Term of this Agreement, in the event that Executive shall become aware of any business
opportunity related to the business of the Company, Executive shall promptly notify the Board of Directors of such opportunity.
Executive shall not appropriate for himself or for any other Person other than the Company (or any Affiliate) any such opportunity
unless, as to any particular opportunity, the Board of Directors fails to take appropriate action within thirty (30) days. Executive's
duty to notify the Board of Directors and to refrain from appropriating all such opportunities for thirty (30) days shall neither
be limited by, nor shall such duty limit, the application of the general laws relating to the fiduciary duties of an agent or employee.


 


7.2              Failure to Notify. In the event that Executive fails to notify the Board of Directors or so appropriates any such
opportunity without the express written consent of the Board of Directors, Executive shall be deemed to have violated the provisions
of this Section notwithstanding the following:


 


(a)          The
capacity in which Executive shall have acquired such opportunity; or


 


(b)          The probable success in the hands of the Company of such opportunity.


 


 


 






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8.        No
Prior Agreements. Executive hereby represents and warrants to the Company that the execution of this Agreement by Executive,
his employment by the Company, and the performance of his duties hereunder will not violate or be a breach of any agreement with
a former employer or any other Person. Further, Executive agrees to indemnify and hold harmless the Company and its officers, directors
and representatives for any claim, including, but not limited to, reasonable attorneys' fees and expenses of investigation, of
any such third party that such third party may now have or may hereafter come to have against the Company or such other persons,
based upon or arising out of any non-competition agreement, invention, secrecy or other agreement between Executive and such third
party that was in existence as of the effective date of this Agreement. To the extent that Executive had any oral or written employment
agreement or understanding with the Company, this Agreement shall automatically supersede such agreement or understanding, and
upon execution of this Agreement by Executive and the Company, such prior agreement or understanding automatically shall be deemed
to have been terminated and shall be null and void.


 


9.        Representation.
Executive acknowledges that he (a) has reviewed this Agreement in its entirety, (b) has had an opportunity to obtain the advice
of separate legal counsel prior to executing this Agreement, and (c) fully understands all provisions of this Agreement.


 


10.      Assignment:
Binding Effect. Executive understands that he has been selected for employment by the Company on the basis of his personal
qualifications, experience and skills. Executive agrees, therefore, that he cannot assign or delegate all or any portion of his
performance under this Agreement. This Agreement may not be assigned or transferred by the Company without the prior written consent
of Executive. Subject to the preceding two sentences, this Agreement shall be binding upon, inure to the benefit of, and be enforceable
by the parties hereto and their respective heirs, legal representatives, successors, and assigns. Notwithstanding the foregoing,
if Executive accepts employment with an Affiliate, unless Executive and his new employer agree otherwise in writing, this Agreement
shall automatically be deemed to have been assigned to such new employer (which shall thereafter be an additional or substitute
beneficiary of the covenants contained herein, as appropriate), with the consent of Executive, such assignment shall be considered
a condition of employment by such new employer, and references to the "Company" in this Agreement shall be deemed to
refer to such new employer.


 


11.      Complete
Agreement; Waiver: Amendment. Executive has no oral representations, understandings or agreements with the Company or any of
its officers, directors or representatives covering the same subject matter as this Agreement. This Agreement is the final, complete
and exclusive statement and expression of the agreement between the Company and Executive with respect to the subject matter hereof
and thereof, and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements.
This Agreement may not be later modified except by a further writing signed by a duly authorized officer of the Company and Executive,
and no term of this Agreement may be waived except by writing signed by the party waiving the benefit of such term.


 


12.      Notices.
All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing
and shall be given or made by personally delivering the same to or sending the same by prepaid certified or registered mail, return
receipt requested, or by reputable overnight courier, or by facsimile machine to the party to which it is directed at the address
set out on the signature page to this Agreement, with copies to counsel as indicated, or at such other address as such party shall
have specified by written notice to the other party as provided in this Section, and shall be deemed to be given if delivered
personally at the time of delivery, or if sent by certified or registered mail as herein provided three (3) days after the same
shall have been posted, or if sent by reputable overnight courier upon receipt, or if sent by facsimile machine as soon as the
sender receives written or telephonic confirmation that the facsimile was received by the recipient and such facsimile is followed
the same day by mailing by prepaid first class mail.


 


13.      Severability:
Headings. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held
invalid and inoperative. This severability provision shall be in addition to, and not in place of, the provisions of Section
5.3 above. The Sections headings herein are for reference purposes only and are not intended in any way to describe, interpret,
define or limit the extent or intent of this Agreement or of any part hereof.


 


14.      Equitable Remedy. Because of
the difficulty of measuring economic losses to the Company as a result of a breach of the restrictive covenants set forth in Sections
5 and 6  hereof, and because of the immediate and irreparable damage that would be caused to the Company for which monetary
damages would not be a sufficient remedy, it is hereby agreed that in addition to all other remedies that may be available to the
Company or Executive at law or in equity, the Company or Executive shall be entitled to specific performance and any injunctive
or other equitable relief as a remedy for any breach or threatened breach of the aforementioned restrictive covenants.


 


 


 






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15.      Arbitration.
Any unresolved dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration
conducted in accordance with the rules of the American Arbitration Association then in effect. The arbitrators shall not have the
authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. A decision
by a majority of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrators' award in any court
having jurisdiction. Notwithstanding the foregoing, the Company shall be entitled to seek injunctive or other equitable relief,
as contemplated by Section 14 hereof, from any court of competent jurisdiction, without the need to resort to arbitration.
Should judicial proceedings be commenced to enforce or carry out this provision or any arbitration award, the prevailing party
in such proceedings shall be entitled to reasonable attorneys' fees and costs in addition to other relief.


 


16.      Governing
Law. This Agreement shall in all respects be construed according to the laws of the State of California, without regard to
its conflict of flaws principles.


 


17.      Counterparts.
This Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the parties to
this Agreement, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together
shall constitute one instrument.


 


18.      Signatures.
The parties shall be entitled to rely upon and enforce a facsimile of any authorized signatures as if it were the original.


 


 


[Signatures on following page.]


 


 


 


 


 


 


 


 


 


 


 


 


 






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


 


COMPANY:


 


CV SCIENCES, INC.


 


By:  /s/ James McNulty                                   


Name (print): James McNulty


Its: Chairman, Compensation Committee


 


 


Address for Notices:


 


CV Sciences, Inc.

2688 South Rainbow Boulevard, Suite B


Las Vegas, NV 89146


 


 


 


EXECUTIVE:


 


JOSEPH DOWLING


 


 


(sign):    /s/ Joseph Dowling                                     


 


 


Address for Notices:


 


CV Sciences, Inc.


10070 Barnes Canyon Road Suite 100


San Diego, CA 92121


 


 


 


 


 


 






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