Sealand
Natural Resources Inc


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT,
entered into as of June 1, 2011, (this "Agreement"), is between Sealand Natural Resources Inc, a NEVADA corporation (hereinafter
called the "Company"), and Lars Aaurp Poulsen. (hereinafter called the "Chief Executive Officer CEO").


 


WHEREAS,
the Company and the CEO desire to enter into this Agreement pursuant to which the CEO will provide certain services to the Company
including President and CEO.


 


NOW THEREFORE,
for the premises and conditions set forth herein and for consideration the receipt and sufficiency of which are hereby acknowledged,
the Company and the CEO hereby agree as follows:


 


		l.	Services.



 


(a)          Subject
to and upon the terms and conditions set forth in this Agreement (including Section 2 hereof), the Company hereby agrees to
emply the CEO, and the CEO hereby agrees to provide to the Company, such services as set forth on Exhibit A attached
hereto, as may be amended by mutual agreement between the CEO and the Company from time to time.


 


(b)          During
the term of this Agreement, the CEO agrees to devote approximately 40 hours per week to the performance of services hereunder.


 


(c)          The
CEO shall provide his services hereunder at such times and places as are mutually agreed upon by the CEO and the Company.


 


2.            Reporting.
    The CEO shall report on the services performed hereunder periodically during the term of this Agreement. The CEO represents, warrants
and covenants to the Company that each report of his activities will be true, accurate and correct in all respects.


 


3.            Compensation.


 


(a)         
So long as the CFO is providing services to the Company under this Agreement during the Term of this Agreement, the Company
agrees to grant CFO unrestricted stock in the amount of 1,500 shares at the end of each calendar quarter - 3/31, 6/30, 9/30,
12/31 - (the “Stock”).


 


(b)          So
long as the CEO is providing services to the Company under this Agreement during the Term of this Agreement, the Company agrees
to pay the CEO a cumulative draw of $7,500 on the first day of each month period (the draw).


 




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(c)           
The Company will not withhold tax and Social Security payments due, if any, from the CEO to any governmental taxing authority.
The Director hereby agrees that it will timely pay all taxes and fees upon the income and other compensation earned from the Company,
and will indemnify and hold the Company harmless against the claims of any governmental taxing authority made in connection with
the revenue and other compensation derived by the CEO under this Agreement.


 


(d)            In
anticipation that the CEO will be required to perform considerable work on nights, weekends, and other exceptional hours, the Company
hereby agrees to provide for and set up a home office for the CEO.


 


(e)           The company agrees to provide a mobile phone with voice and data plans and health club membership (with monthly dues to be less
than $100) to the CEO at Company’s expense.


 


(f)           
The CEO will be eligible for a bonus commensurate with industry standards for a Board of CEO and Chief Executive Officer.


 


(g)           Except for the Fee and Stock provided for in this Section 3 [and the expense reimbursement fringe benefit provided pursuant to
Section 4 and the Termination provision in Section 7d below], the Company shall have no obligation to provide any compensation
or other benefits to the CEO with respect to any services rendered by the CEO to the Company hereunder.


 


4.            Expenses.  
The Company shall reimburse the CEO for any actual expenses incurred by the CEO while rendering services under this Agreement
so long as such expenses are reasonable, necessary, and appropriately documented.


 


5.             Representations
of CEO.   The CEO hereby represents and warrants to the Company that he is free to enter into this Agreement,
and he will not disclose to the Company, or use for the Company’s benefit, any trade secrets or confidential
information which is the property of any other person. Without limiting the generality of the foregoing, the CEO shall not
disclose to the Company, and shall not use for the Company’s benefit, any information relating to or arising out of his
utilizing the funds, personnel, facilities, materials or other resources of any other person (if any), until such information
is publicly disclosed.


 


6.             Term.
  This Agreement shall take effect as of the date of this Agreement (the "Effective Date") and shall continue thereafter
in full force and effect until the effective date of termination of the CEO’s services hereunder pursuant to the provisions of
Section 7 below. For purposes of this Agreement, the period of time during which this Agreement is in full force and effect shall
be hereinafter referred to as the "Term".


 


7.             Termination.


 


(a)            
This Agreement and the services provided by the CEO hereunder shall terminate immediately upon the CEO’s death.


 




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(b)          
This Agreement and the services provided by the CEO hereunder may be terminated at any time by the CEO for any reason or no reason
by giving at least thirty (30) days prior written notice of termination to the Company.


 


(c)           
This Agreement and the services provided by the CEO hereunder may be terminated at any time by the Company by giving written notice
of termination to the CEO.


 


(d)          
Upon termination pursuant to this Section 7, the CEO shall be entitled to that portion of the Fee and Stock which has been earned
but remains unpaid. The CEO shall also be entitled to severance commensurate with industry standards for an individual with the
title of Chief Executive Officer.


 


8.             Confidential Information.


 


(a)          
For purposes of this Agreement, the term "Confidential Information" shall mean (i) confidential information,
knowledge or data of the Company, (ii) trade secrets of the Company and (iii) any other information of the Company disclosed to
the CEO (whether prior to or after the signing of this Agreement) or which the CEO is given after the date of this Agreement and
prior to the termination of his services to the Company. Without limiting the generality of the foregoing, the term "Confidential Information"
shall include (A) all inventions, improvements, developments, ideas, processes, prototypes, plans, drawings, designs, models,
formulations, specifications, methods, techniques, shop-practices, discoveries, innovations, creations, technologies, formulas,
algorithms, data, computer databases, reports, laboratory notebooks, papers, writings, photographs, source and object codes, software
programs, other works of authorship, know-how, patents, trademarks and copyrights (including all records pertaining to any of
the foregoing), whether or not reduced to writing, that are owned by the Company, or that are required to be assigned to the Company
by any person, including, without limitation, any employee or CEO of the Company, or that are licensed to the Company by any person,
(B) information regarding the Company’s plans for research and development or for new products, (C) engineering or manufacturing
information pertaining to the Company or any of its operations or products, (D) information regarding regulatory matters pertaining
to the Company, (E) information regarding any acquisition or strategic alliance effected by the Company or any proposed acquisition
or strategic alliance being considered by the Company, (F) information regarding the status or outcome of any negotiations engaged
in by the Company, (G) information regarding the existence or terms of any contract entered into by the Company, (H) information
regarding any aspect of the Company’s intellectual property position, (I) information regarding prices or costs of the Company,
(J) information regarding any aspect of the Company’s business strategy, including, without limitation, the Company’s marketing,
selling and distribution strategies, (K) information regarding customers or suppliers of the Company, (L) information regarding
the skills, compensation and other terms of employment or engagement of the Company’s employees and CEOs, (M) business plans,
budgets and unpublished financial statements and unpublished financial data of the Company, (N) information regarding marketing
and sales of any actual or proposed product or services of the Company and (O) any other information that the Company may designate
as confidential.


 




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(b)          
The CEO acknowledges that, except to the extent otherwise provided below in this Section 8(b) or in Section 8(d) hereof, all Confidential
Information disclosed to or acquired by the CEO is a valuable, special, and unique asset of the Company and is to be held in trust
by the CEO for the Company’s sole benefit. Except as otherwise provided below in this Section 8(b) or in Section 8(d) hereof, the
CEO shall not, at any time during or for 180 days after the Term, use for himself or others, or disclose or communicate to any
person for any reason, any Confidential Information without the prior written consent of the Company. Notwithstanding anything
in this Section 8(b) to the contrary, it is understood that, except to the extent otherwise expressly prohibited by the Company,
(A) the CEO may use Confidential Information in connection with providing services to the Company and (B) the CEO may disclose
Confidential Information to any employee, CEO or advisor to or of the Company who has a need to know such Confidential Information
in order to perform or provide any services to the Company in the ordinary course and within the scope of such employee’s, CEO’s
or advisor’s engagement by the Company.


 


(c)           
The CEO acknowledges and agrees that the Company has received, and may receive in the future, confidential or proprietary information
from third parties ("Third Party Confidential  Information")
subject to a duty on the Company’s part to maintain the confidentiality of such Third Party Confidential Information and to use
it only for certain limited purposes. During the Term and thereafter, the CEO shall hold Third Party Confidential Information
in the strictest confidence and will not use or disclose to anyone any Third Party Confidential Information, unless expressly
authorized in writing by the Company or unless otherwise provided below in this Section 8(c) or in Section 8(d) below. Notwithstanding
anything in this Section 8(c) to the contrary, it is understood that, except to the extent otherwise expressly prohibited by the
Company, (A) the CEO may use Third Party Confidential Information in connection with providing services to the Company and (B)
the CEO may disclose Third Party Confidential Information to any employee, CEO or advisor to or of the Company who has a need
to know such Third Party Confidential Information in order to perform or provide any services to the Company in the ordinary course
and within the scope of such employee’s, CEO’s or advisor’s engagement by the Company.


 


(d)         
The CEO’s obligations under Section 8(b) and/or Section 8(c) hereof not to use, disclose or communicate Confidential Information
or Third Party Confidential Information to any person without the prior written consent of the Company shall not apply to any
Confidential Information or Third Party Confidential Information which (i) is or becomes publicly known under circumstances involving
no breach by the CEO of this Agreement, (ii) was known by the CEO prior to the date hereof, (iii) is independently developed by
the CEO other than in the course of performing consulting services for the Company pursuant to this Agreement, (iv) was or is
disclosed to the CEO by a third party who is not under any obligation of confidentiality to the Company or the owner of any Third
Party Confidential Information, (v) is disclosed by the CEO pursuant to a request or order of any court or governmental agency,
provided that the CEO shall have promptly notified the Company of any such request or order and provided reasonable cooperation
(at the Company’s expense) in the Company’s efforts, if any, to contest or limit the scope of such request or order,
and/or (vi) was or is approved for release by written authorization of an authorized representative of the Company.


 




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(e)           
The obligations of the CEO under this Section 8 are without prejudice, and are in addition to, any other obligations or duties
of confidentiality, whether express or implied or imposed by applicable law, that are owed to the Company or any other person to
whom the Company owes an obligation of confidentiality.


 


9.           
Return of
 Documents. All originals, copies and summaries of manuals, memoranda, notes, notebooks,
records, reports, plans, drawings, specifications, devices, formulas, storage media (including software, documents and computer
printouts) and other documents or items of any kind containing, disclosing, concerning or relating to Inventions, Confidential
Information or Third Party Confidential Information shall, to the extent that they are in the actual or constructive possession
or control of the CEO, be delivered to the Company by the CEO immediately upon termination of this Agreement.


 


10.         
 Miscellaneous.


 


10.1.  
Entire Agreement.   This Agreement represents the entire Agreement of the parties with respect to
the arrangements contemplated hereby. No prior agreement, whether written or oral, shall be construed to change, amend, alter,
repeal or invalidate this Agreement. This Agreement may be amended only by a written instrument executed in one or more counterparts
by the parties.


 


10.2.
  Waiver.   No consent to or waiver of any breach or default in the performance of any obligations hereunder shall
be deemed or construed to be a consent to or waiver of any other breach or default in the performance of any of the same or any
other obligations hereunder. Failure on the part of either party to complain of any act or failure to act of the other party or
to declare the other party in default, irrespective of the duration of such failure, shall not constitute a waiver of rights hereunder
and no waiver hereunder shall be effective unless it is in writing, executed by the party waiving the breach or default hereunder.


 


10.3.
  Assignment.   This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. This Agreement may be assigned by the Company to any affiliate
of the Company and to a successor of its business to which this Agreement relates (whether by purchase or otherwise).
"Affiliate of the Company" means any person which, directly or indirectly, controls or is controlled by or is under
common control with the Company and, for the purposes of this definition, "control" (including the terms
"controlled by" and "under common control with") shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of another whether through the ownership of voting
securities or holding of office in another, by contract or otherwise. The CEO may not assign or transfer any or all of his
rights or obligations under this Agreement.


 


10.4.   Disputes and Costs.
  In case of any dispute hereunder, the parties will submit to the exclusive jurisdiction and venue of any court of competent jurisdiction
sitting in San Diego, Nevada, and will comply with all requirements necessary to give such court jurisdiction over the parties
and the controversy. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO CLAIM OR RECOVER PUNITIVE DAMAGES.


 




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10.5.
  Severability.   All headings and subdivisions of this Agreement are for reference only and shall
not affect its interpretation. In the event that any provision of this Agreement should be held unenforceable by a court of
competent jurisdiction, such court is hereby authorized to amend such provision so as to be enforceable to the fullest extent
permitted by law, and all remaining provisions shall continue in full force without being impaired or invalidated in any
way.


 


10.6.   Governing Law.
  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.


 


10.7.   Survival.  The provisions
of this Section 10.7 and Sections 8,9, and 10 shall survive the expiration of the Term and the termination of this Agreement.


 




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IN WITNESS WHEREOF, the parties have signed
this Agreement as of the date written above as a sealed instrument.


 


	 	Sealand Natural Resources Inc.
	 	 
	 	By:	/s/ Greg May
	 	 
	 	Name: Greg May
	 	Title: Vice President and Chief Operations Officer
	 	 
	 	By:	/s/ Lars Aaurp Poulsen
	 	 
	 	Lars Aaurp Poulsen.
	 	 
	 	Title: President and Chief Executive Officer


 





 




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Exhibit A


Description of Services


 


The CEO shall perform the following services for the Company:


 


		(i)	Serve and Vote on Sealand Natural Resources Inc., Board of Directors.



 


		(ii)	Serve as an employee of Sealand Natural Resources lnc.,
and act as Chief Executive Officer/President/Director and receive a salary and stock bonus plan as an employee of SNRI for services
rendered and milestone targets are met.



 





 




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