EMPLOYMENT
AGREEMENT 


 


This
Employment Agreement is entered into this 4th day of January, 2012, by and between General Cannabis, Inc., a Nevada corporation
(“Employer”), and Justin Weidmann, (“Employee”). In consideration of the mutual promises
made herein, the parties agree as follows:


 


ARTICLE
1. AT-WILL EMPLOYMENT


 


Section
1.1.        At-Will Employment. Employer hereby employs Employee and Employee hereby
accepts employment with Employer on an at-will basis, with both Employer and Employee able to terminate the employment relationship
at any time, with or without cause. This at-will status can only be changed by a writing signed by Employer’s President.


 


Section
1.2.        Annual Review. Employer will provide Employee annual reviews, which may
result in an increase in salary to Employee, but any increase in salary is in the sole discretion of Employer.


 


ARTICLE
2. DUTIES AND OBLIGATIONS OF EMPLOYEE


 


Section
2.1.        General Job Responsibilities. Employee is being hired for the position
of Sr. Software Engineer for the Employer. Employee shall report directly to Employer’s executive team, primarily Justin
Hartfield and Douglas Francis. In that capacity, Employee shall do and perform the following services:


 


	• 		The
                                                                                        Sr. Software Engineer will be responsible
                                                                                        for acting as lead developer and product
                                                                                        engineer for MMJ Menu, and developing
                                                                                        analytical applications that will mine
                                                                                        customer data to drive value for the leading
                                                                                        online medical marijuana portal. The Employee
                                                                                        will be involved throughout the application
                                                                                        lifecycle, from requirements gathering
                                                                                        through production rollout. The Employee
                                                                                        will work to maintain existing MMJ Menu
                                                                                        architecture and continue to launch new
                                                                                        feature sets within MMJ menu. The Employee
                                                                                        will also manage operations at MMJ menu
                                                                                        and work directly with GC management to
                                                                                        ensure proper operations and procedures.
                                                                                        The Employee will have balance sheet accountability
                                                                                        for their respective work on MMJ menu
                                                                                        and future projects in which they are
                                                                                        involved. 


 





	• 		It
                                                                                        is anticipated that after the first 90
                                                                                        days the Employee will also build out
                                                                                        new software products with feedback from
                                                                                        sales, marketing, IT and executive teams.


  


	• 		Additional
                                                                                        responsibilities as required by the Employer. 


  


Section 2.2.        Matters
Requiring Consent of Employer’s President. Employee shall not, without specific written approval of the Employer’s
President, do or contract to do any of the following:


 


(1)   
       Bind the Employer to any contract or agreement outside the Employer’s ordinary
course of business (meaning – e-commerce and marketing as it relates to the cannabis industry and any other industry in
which Employer is either operating in or is in the pre-operation development stage at the time of Employee’s departure (the
“Business”)) that could cause the Employer to expend in excess of $1,000.00 (One Thousand Dollars);


 






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(2)              Bind
the Employer to a liquidation event, such as liquidation, dissolution or winding up of the Employer, whether voluntary or involuntary;


(3)              Bind
the Employer to a sale of all or substantially all of the assets of the Employer;


(4)              Bind
the Employer to a transaction that would result in a change of the control of the Employer;


(5)              Bind
the Employer to any transaction that would result in the issuance of any shares of any class of stock of the Employer after the
date of this Agreement, or any security convertible into or exchangeable for any shares of any class of the Employer’s stock;


(6)              Guaranty
any debt or obligation in the name of the Employer; or


(7)              Any
other matter prohibited by the Employer’s written practices and policies that have been, or will be, distributed to Employer’s
employees.


 


Section
2.3.        Devotion to Employer’s Business.


 


(a)        Subject
to the exceptions set forth herein, Employee shall devote his full professional time, attention, best efforts, energy and skill
to the business of Employer during the term of his employment necessary to effectively and efficiently execute all job responsibilities
set forth in Section 2.1. Employee may devote time and attention to other activities that do not compete with Employer or interfere
with Employee’s obligations, duties and responsibilities to Employer hereunder.


 


(b)        During
Employee’s employment with Employer, Employee shall not engage in any other business duties or pursuits whatsoever, or directly
or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether
for compensation or otherwise, that competes with Employer’s Business or interferes with Employee’s obligations, duties
and responsibilities to Employer hereunder, without the prior written consent of Employer’s President. However, the expenditure
of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach of this agreement
if those activities do not materially interfere with the services required under this agreement and such activities shall not
require the prior written consent of Employer’s President.


 


(c)        This
agreement shall not be interpreted to prohibit Employee from making passive personal investments or conducting private business
affairs if those activities do not interfere or conflict with the services required under this agreement. However, during the
term of Employee’s employment, Employee shall not directly or indirectly acquire, hold, or retain any material interest
in any business competing with or similar in nature to the Business.


 


Section
2.4.        Competitive Activities. While Employee is an employee of Employer, Employee
shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal partner, stockholder, corporate
officer, director, or in any other individual or representative capacity, engage or participate in any business that competes
with the Business.


 


Section
2.5.        Uniqueness of Employee’s Services. Employee hereby represents and
agrees that the services to be performed by Employee under this agreement are of a special, unique, unusual, extraordinary and
intellectual character that gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages
in an action at law. Employee therefore expressly agrees that Employer, in addition to any other rights or remedies that the Employer
may possess, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this contract by Employee.
The parties are aware that under California law specific performance may not be available to enforce all breaches of this agreement
but acknowledge that for all such material breaches of this agreement the non-breaching party would be harmed and both parties
agree that this harm will be recoverable through monetary damages.


 






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Section
2.6.        Trade Secrets.


 


(a)        The
parties acknowledge and agree that during Employee’s employment and in the course of the discharge of his duties hereunder,
Employee shall have access to and become acquainted with confidential trade secret information concerning the operation and processes
of Employer, including without limitation, confidential financial, personnel, sales, and other information that is owned by Employer,
and confidential information concerning Employer’s current or any future and proposed work, services, or products, and the
facts as well as any descriptions thereof, and that such information constitutes Employer’s trade secrets (“Trade
Secrets”).


 


(b)        Employee
specifically agrees that he shall not misuse, misappropriate, or disclose any such Trade Secrets, directly or indirectly to any
other person or use them in any way, either during the term of this Agreement or for so long thereafter that such Trade Secrets
remain trade secrets under the California Uniform Trade Secrets Act, California Civil Code Section 3426-3426.11, as amended, except
as is required in the course of his employment hereunder. 


 


(c)        Employee
acknowledges and agrees that the sale or unauthorized use or disclosure of any of Employer’s Trade Secrets obtained by Employee
during the course of his employment with Employer, would constitute unfair trade practices and unauthorized use of the Employer’s
Trade Secrets, whether such information is used during the term of Employee’s employment or at any other time thereafter.


 


(d)        Employee
further agrees that all files, records, documents, drawings, specifications, equipment, and similar items relating to Employer’s
business, whether prepared by Employee or others, are and shall remain exclusively the property of Employer and that they shall
be removed from the premises of Employer only with the express prior written consent of Employer. Employee shall not solicit or
hire any client(s) or employee(s) of Employer for one (1) year following termination of employment.


 


(e)        Trade
Secrets do not include (1) information that was in the public domain at the time of disclosure; (2) information that
subsequently becomes part of public knowledge or literature through a deliberate act of Employer or Employee that is not in violation
of this agreement as of the date of its becoming public, or (3) information that is not a “trade secret” as defined
under the California Uniform Trade Secrets Act.


 


Section
2.7        Discoveries. All inventions, discoveries, ideas, and other intellectual
property rights, whether they can be patented or not, made or conceived by Employee during the term hereof, either solely or jointly
with others, to the extent related to and arising out of Employee’s performance under this agreement, shall be promptly
and fully disclosed to the Employer, considered work for hire and all right, title and interest thereto anywhere in the world
shall be the Employer’s property. In the event that such inventions, discoveries and ideas are not considered work for hire
for any reason, Employee hereby unconditionally assigns to the Employer all of his right, title and interest therein. Employee
agrees to execute any and all documents deemed necessary by Employer to effectuate the foregoing at any time, whether before or
after the expiration or earlier termination of this agreement. Compensation for any such inventions, discoveries or ideas shall
be deemed to be included in the compensation paid to Employee hereunder.


 






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ARTICLE
3. OBLIGATIONS OF EMPLOYER


 


Section
3.1.        General Description. Employer shall provide Employee with the compensation,
incentives, benefits, and business expense reimbursement specified elsewhere in this agreement.


 


Section
3.2.        Office and Staff. Employer shall provide Employee with an office, office
equipment, supplies, and other facilities and services, suitable to Employee’s position and adequate for the performance
of his duties. Employee shall work virtually from Employee’s location of choice in the Denver, Colorado metropolitan area,
or at Employee’s election from the Employer’s corporate headquarters, which is currently located in Newport Beach,
California. Employee is required to spend time in the field as necessary to effectively carry out his job duties and responsibilities,
maintain team continuity and direction, grow and maximize sales, and to achieve his established goals. Employee understands and
agrees that frequent travel may be necessary to accomplish his job responsibilities outlined herein.


 


ARTICLE
4. COMPENSATION OF EMPLOYEE


 


Section
4.1.        Annual Salary.


 


(a)        As
compensation for the services to be rendered hereunder, Employee shall receive an annual salary at the rate of $10,000 per
month, payable twice a month.


 


(b)        Employee
may receive such annual increases in salary as may be determined by Employer in its sole discretion on the anniversary of this
agreement. Nothing herein requires Employer to increase Employee’s salary at any time.


 


Section
4.2.        Tax Withholding. Employer shall have the right to deduct or withhold from
the compensation due to Employee hereunder any and all sums required for federal income and Social Security taxes and all state
or local taxes now applicable or that may be enacted and become applicable in the future.


 


ARTICLE
5. EMPLOYEE BENEFITS


 


Section
5.1.        Eligibility. Employee will be entitled to begin accruing the benefits
listed in this Section immediately after Employee’s start date.


 


Section
5.2.        Annual Vacation. Employer does not currently offer vacation leave. However,
to the extent that the Employer offers vacation leave to its employees in the future, Employee will be eligible to participate
in such a plan, in accordance with what the Employer offers to other comparable employees.


 


Section
5.3.        Sick Leave. Employer does not currently offer sick leave. However, to
the extent that the Employer offers sick leave to its employees in the future, Employee will be eligible to participate in such
a plan, in accordance with what the Employer offers to other comparable employees.


 






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Section
5.4.        Medical Coverage. Employer agrees to provide Employee coverage
for medical, major medical, and hospital insurance, in accordance with Employer’s current plan and benefits. All or a portion
of the cost of such coverage will be the responsibility of Employer, in accordance with the Employer’s standard medical
benefits coverage offered to its like-level employees.


 


Section
5.5.        Retirement Plan. Employer does not currently offer retirement benefits.
However, to the extent that the Employer offers retirement benefits to its employees, Employee will be eligible to participate
in such benefits, in accordance with what the Employer offers to other comparable employees.


 


Section
5.6.        Stock Options. Employee shall participate in Employer’s employee
Stock Option Plan, and shall receive stock options in the amounts and at the times specified in Annex A to this agreement.


 


ARTICLE
6. BUSINESS EXPENSES


 


Section
6.1.        Reimbursement of Business Expenses.


 


(a)        Employer
shall reimburse Employee for all reasonable business expenses incurred by Employee in connection with the business of Employer,
including travel expenses, conditional on Employee receiving written authorization from the President or CEO, prior to incurring
such expense.


 


(b)        Each
such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and other documentary evidence
required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of
each such expenditure.


 


ARTICLE
7. TERMINATION OF EMPLOYMENT


 


Section
7.1.        Termination At Will. Employee’s employment hereunder is at will
and may be terminated by either Employer or Employee at any time for any reason, with or without cause.


 


Section
7.2.        Termination Upon Death. Employee’s employment hereunder shall
terminate upon his death, in which event the Employer shall pay to such person as the Employee shall have designated in a written
notice filed with the Employer, or if no such person shall have been designated to his estate, all salary, amounts due under benefit
plans and profit sharing plans, and reimbursement of business expenses through the date of termination.


 


Section
7.3.        Termination Upon Disability. If, as a result of a permanent mental or
physical disability, Employee shall have been absent from his duties hereunder on a full-time basis for six (6) consecutive months,
(“Disability”) and, within thirty (30) days after the Employer notifies Employee in writing that it intends
to replace him, (which notice can be given at the end of the fifth month during such six-month period), Employee shall not have
returned to the complete performance of his duties on a full-time basis, the Employer shall be entitled to terminate Employee’s
employment. In addition, Employee shall, upon his Disability, have the right to terminate his employment with Employer. If such
employment is terminated (whether by the Employer or Employee) as a result of Employee’s Disability, then Employer shall
pay, if applicable, to Employee all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses, through the date of termination.


 






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Section
7.4.        Termination for Cause. Employer shall be entitled to terminate Employee’s
employment for Cause, in which event Employee shall be entitled, if applicable, to all salary, amounts due under benefit plans
and profit sharing plans, and reimbursement of business expenses, through the date of termination. For purposes of this agreement,
“Cause” shall mean (i) the conviction of Employee of a felony, (ii) the commission by Employee of an act
of fraud or embezzlement involving assets of the Employer or its customers, suppliers or affiliates, (iii) a willful breach or
habitual neglect of Employee’s duties which he is required to perform under the terms of his employment (See Section 2.1,
above) and which causes material harm to the Business, (iv) refusal to timely produce any and all documentation related to the
Employer’s business to the President upon request therefore, which refusal causes material harm to the Business; or (v)
gross misconduct or gross negligence in connection with the business of the Employer or an affiliate which has a material adverse
effect on the Employer and any of its subsidiaries. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated
for Cause unless and until there shall have been delivered to Employee a notice of termination which specifies the grounds for
termination and a statement of supporting facts.


 


Section
7.5        Termination without Cause. Subject to the provisions of Section
7.7 of this agreement, Employee’s employment hereunder may be terminated by Employer without Cause at any time and without
prior notice to Employee.


 


Section
7.6        Termination with Good Reason. Employee may resign at any time with Good
Reason. For purposes of this agreement, Employee shall be deemed to have terminated his service to Employer for “Good
Reason” if he terminates his service because: (i) he experiences a material reduction in salary, benefits or role without
his prior written consent unless (A) within the prior six (6) months, Employee committed one or more of the acts defined as Cause
in Section 7.4, above or (B) all of Employer’s employees are subject to a similar reduction; or (ii) Employer relocates
Employee’s office or reporting location more than 40 miles away from Employer’s current corporate offices in Costa
Mesa, California.


 


Section
7.7        Payments upon Termination without Cause or With Good Reason. If Employee’s
employment with Employer is terminated by Employer without Cause pursuant to Section 7.5 or by Employee with Good Reason pursuant
to Section 7.6 above, then Employee shall be entitled to receive payment of four (4) weeks of Employee’s base salary in
effect as of the date of such termination. The severance payments will be made in accordance with the normal payroll cycle of
Employer and subject to any required tax withholdings and deductions. If Employee breaches any of the covenants set forth in Article
2, above, Employer shall have no further obligation to provide, and Employee shall have no further right to receive, any payments
or benefits pursuant to this Section 7.7.


 


Section
7.8        Return of Documents. Upon the termination of Employee's employment with
Employer for any reason, including without limitation termination by the Employer for Cause, Employee shall promptly deliver to
Employer all correspondence, manuals, orders, letters, notes, notebooks, reports, programs, proposals, appraisal documents, agreements,
and any documents and copies concerning Employer’s customers or concerning products or processes used by Employer and, without
limiting the foregoing, will promptly deliver to the Employer any and all other documents or material containing or constituting
Trade Secrets.





 



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ARTICLE
8. GENERAL PROVISIONS


 


Section
8.1.        Notices. Any notices to be given hereunder by either party to the other
shall be in writing and may be transmitted by personal delivery or facsimile or overnight mail. Notices shall be addressed to
the parties at the addresses below. Such notice or communication shall be deemed to have been given or made, as of the date of
delivery, as evidenced by a signed declaration under penalty of perjury in the event of personal delivery, as evidenced by a facsimile
confirmation sheet in the event of facsimile delivery, or as evidenced by prove of overnight delivery in the event of delivery
by overnight courier.


 


	 	If to Employer:	General Cannabis, Inc.
	 	 	1300 Dove Street, Suite 100
	 	 	Newport Beach, CA  92660
	 	 	Attn.  James Pakulis, CEO
	 	 	Facsimile (949) 515-1625


 


	 	with a copy to:	The Lebrecht Group, APLC
	 	 	9900 Research Drive
	 	 	Irvine, CA  92618
	 	 	Attn:  Craig V. Butler, Esq.
	 	 	Facsimile:  (949) 635-1244


 


	 	If to Employee:	Justin Weidmann
	 	 		 
	 	 		 
	 	 	Facsimile:		 


 


Section
8.2.        Arbitration.


 


(a)        Any
controversy between Employer and Employee involving the construction or application of any of the terms, provisions, or conditions
of this agreement shall on written request of either party served on the other be submitted to arbitration.


 


(b)        Employer
and Employee shall each appoint one person to hear and determine the dispute. If the two (2) persons so appointed are unable to
agree, then those persons shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties.


 


(c)        The
cost of arbitration shall be borne by the losing party or in such proportions as the arbitrators decide.


 


(d)        Arbitration
will be held in Orange County, California, unless mutually agreed upon by the parties in writing.


 


Section
8.3.        Attorney’s Fees and Costs. If any action at law or in equity is
necessary to enforce or interpret the terms of this agreement, the prevailing party shall be entitled to reasonable attorney’s
fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. This provision shall
be construed as applicable to the entire contract.


 






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Section
8.4.        Entire Agreement. This agreement supersedes any and all other agreements,
either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all
of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. Each party to this
agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise
not contained in this agreement shall be valid or binding on either party.


 


Section
8.5.        Amendment. This agreement may be amended, modified, superseded, cancelled,
renewed or extended and the terms or covenants hereof may be waived, only by a written instrument executed by both parties as
hereto, as in the case of a waiver, by the party waiving compliance.


 


Section
8.6.        Effect of Waiver. The failure of either party to insist on strict compliance
with any of the terms, covenants, or conditions of this agreement by the other party shall not be deemed a waiver or relinquishment
of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other
times.


 


Section
8.7.        Partial Invalidity. If any provision in this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full
force without being impaired or invalidated in any way.


 


Section
8.8.        Law Governing Agreement/Venue. This agreement shall be governed by and
construed in accordance with the laws of the State of California. Any legal action, suit, arbitration,
or proceeding arising from or relating to this Agreement shall be brought and maintained in the appropriate court or arbitrator
located in and with jurisdiction over Orange County, California and the parties hereby submit to the jurisdiction thereof.


 


Section
8.9.        Understanding Agreement.  Employee has read and fully understands the
points listed above and has agreed to adhere to all sections as presented. Employee has had an opportunity to seek the advice
of legal counsel regarding the terms of this agreement.


 


Section
8.10.      Assignment. This agreement, and the Employee’s rights and obligations hereunder,
may not be assigned by the Employee.


 


IN
WITNESS WHEREOF, the parties hereto, by their duly authorized officers or other authorized signatory, have executed this Amendment
as of the date first above written. This agreement may be signed in counterparts and facsimile signatures are treated as original
signatures.


 


	“Employer”	 	“Employee”
	 	 	 
	General Cannabis, Inc.	 	 
	a Nevada corporation	 	 
	 	 	 
	/s/ James
    Pakulis                                  	 	/s/ Justin
    Weidmann                              
	By:  James Pakulis	 	By:  Justin Weidmann
	Its:  Chief Executive Officer	 	 


 






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ANNEX A


 


STOCK OPTIONS


 


Subject
to the effectiveness of the currently pending registration statement on Form S-1, the employee will receive the number of stock
options that managers of equal responsibilities receive from the Company.


 



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