Exhibit 10.15


 


WAREHOUSE GOODS, INC. EMPLOYMENT AGREEMENT


 


This Employment Agreement (“Agreement”)
is entered into by and between Warehouse Goods, Inc., a Florida corporation, hereinafter
referred to as “Warehouse Goods” or “Employer” and Zachary Tapp hereinafter referred to as “Employee,”
on the ____ day of _______, 2013.


 


WITNESSETH:


 


WHEREAS, Warehouse Goods has instituted a network of employed
and contracted employees to assist in the receipt, processing, and dissemination of orders for vaporizers and associated products.


 


WHEREAS, Warehouse Goods’ agreements with vendors authorize
Warehouse Goods to sell vaporizers to customers,


 


WHEREAS, Warehouse Goods and Employee mutually desire to enter
into an Agreement whereby Employee agrees to provide certain services to Warehouse Goods’ customers in accordance with the
terms of Warehouse Goods’ agreements with vendors, within accepted standards of care and under the terms and conditions set
forth herein.


 


WHEREAS, Employee agrees to delegate and hereby assigns to Warehouse
Goods the exclusive right to contract with all vendors without interference from Employee. Employee further agrees not to engage
in discussions or negotiations with any vendor to change the terms of this Agreement or the terms of Warehouse Goods’ agreement
with the vendor, without the written consent of Warehouse Goods.


 


NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:


 


1. Recitations. The
aforestated recitations are true and correct and are incorporated herein by reference.


 


2. Definitions.
Whenever used in this Agreement, the following terms shall have the definitions contained in this section.


 


Effective Date: means the last date specified on the signature
portion of this Agreement.


 


3.
Employment. Warehouse Goods hereby employs Employee as, and in the specific capacity of, Chief Financial Officer
and Employee accepts said employment upon the terms and conditions of this Agreement.


 


4. Employee’s
Duties and Responsibilities.


 


4.1 Employee
shall be responsible for, but not limited to task and duties relating to the position of Chief Financial Officer.


 


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4.2 Compliance with Law. Employee shall at all times
conduct himself or herself in compliance with all applicable federal, state, and local laws and their rules and regulations and
in compliance with Warehouse Goods’ policies and procedures, and the terms of this Agreement.


 


4.3 Employee will occasionally be asked to work additional
hours, including but not limited to working: trade shows, weekends, and mandatory meetings No additional compensation will be
provided to salaried employees. Additional pay for non-salaried employees is at the discretion of Employer.


 


5 Employer’s Responsibilities.


 


1 Administration. Warehouse Goods shall perform the
appropriate administrative, regulatory, marketing, enrollment and other functions necessary for administration of the company,
pursuant to applicable state and federal law. Employer shall make all employment, termination, supervision, discipline and promotion
decisions concerning its employees, and will assign employees, at its discretion, to assist Employee with Employee’s performance
hereunder. Employer shall provide Employee such office space, facilities, and supplies as reasonably necessary, in its discretion,
to permit Employee to provide the services described herein. Employee shall abide by policies and procedures established by Warehouse
Goods.


 


2 Accounting. Warehouse Goods shall maintain,
in accordance with generally accepted accounting principles, such financial accounting records as shall be necessary, appropriate
and convenient to carry out the purposes of this Agreement. Warehouse Goods may contract with a third party to carry out any or
all of these functions.


 


3 Information. Warehouse Goods shall provide the Employee
with information and data reasonably necessary to carry out the terms and conditions of this Agreement.


 


4 Hold harmless. Employee agrees that in no event, including,
but not limited to non-payment by Warehouse Goods, insolvency of Warehouse Goods, or breach of this Agreement by Warehouse Goods,
shall the Employee bill, charge or collect a deposit from, seek compensation from, or have a recourse against customers or persons,
and any other authorized federal or state governmental agency or authority for his or her provision of any Covered Services under
this Agreement. This provision shall survive the termination or expiration of this Agreement for any reason.


 


6 Compensation & Benefits. Warehouse Goods shall
provide compensation and benefits to the Employee for the continual and complete discharge of his or her duties under this Agreement
as specified in attached Exhibit A.


 


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7 Term of Agreement/Termination.


  


7.1 Term. The term of this Agreement shall commence
on the Effective Date and shall continue for the period of one year thereafter. This Agreement shall automatically renew for successive
one year periods, unless either party notifies the other of its desire not to renew the Agreement at least 60 days prior to the
next scheduled renewal date. This Agreement may also be terminated in accordance with any applicable provision of this Agreement.


 


7.2 Termination — Without Cause.
Either party may terminate this Agreement at any time with or without cause, by providing written notice to the other party at
least thirty (30) business days prior to the effective date of termination.


 


7.3 Employer Right To Terminate —
For Cause. Employer may terminate the Agreement for cause immediately upon written notice to Employee, in the event of the
occurrence of any of the following events:


 


7.3.1 Employee violates any applicable law;


 


7.3.2 Employee’s commission of any act or omission that,
in Warehouse Goods’ sole judgment, subjects Warehouse Goods to shame or ridicule, or otherwise materially diminishes the
reputation and good name of Warehouse Goods;


 


7.3.3 Employee is in violation of or engages in conduct which
in Warehouse Goods’ reasonably exercised judgment, is inconsistent with Employer’s policies, and procedures, business
or professional interests;


 


7.3.4 Employee commits any act or omission that, in Warehouse
Goods’ reasonably exercised judgment creates a conflict of interest or places the Employee in a posture adverse to the best
interests of Warehouse Goods;


 


7.3.5 Employee becomes unable to perform Employee’s duties
and obligations pursuant to this Agreement, with reasonable accommodation, for a continuous period of more than thirty (30) days
or for period of sixty (60) days during any consecutive three hundred sixty-five (365) day period;


 


7.3.6 Death of Employee; and


 


7.3.7 A breach by Employee of any other term or condition of
this Agreement which remains uncured for a period of five (5) days following receipt of notification from Warehouse Goods of such
breach.


 


7.4 Obligations upon Termination. Upon
termination of this Agreement, neither party shall have any further obligation hereunder except for obligations accruing prior
to the date of termination, and those obligations, promises or covenants contained herein which are expressly made to extend beyond
the term of the Agreement.


 





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7.5 Employee’s Cooperation Upon
Termination. Employee agrees that for the period of his employment and thereafter for a period of twenty-four (24) months,
Warehouse Goods has the right to receive, open, and / or intercept all mail, and other communications (whether written, or in
electronic or other form) addressed to Employee at Warehouse Goods’ address or received by Warehouse Goods by means of any
electronic media, and the right to take possession, for Warehouse Goods’ own account, any mail or other communication provided
such communication relates to Warehouse Goods’ business, and Warehouse Goods shall have the further right to endorse Employee’s
name on financial instruments “for deposit” and to deposit for the account of Warehouse Goods any check, money order
or other financial instrument payable to Employee that is received from any person as payment for professional or other services
rendered by Warehouse Goods during the term of this Agreement.


 


8 Acknowledgements. Warehouse Goods is engaged in the
business of providing vaporizers and related equipment to members of the public and engages in competition with other businesses
that provide herbal vaporizers to members of the public. Through great time, energy and expense, Warehouse Goods has developed
expertise, programs, systems, methods, practices, and other information as well as contractual and business relationships with
vendors and others that enable Warehouse Goods to compete in the industry. Employee acknowledges that:


 


1 Warehouse Goods’ business is highly specialized;


 


2 The expertise, programs, systems, methods,
practices, and other information developed, used and maintained by Warehouse Goods are not generally known by competitors in
the industry;


 


3 Warehouse Goods has a proprietary interest in its
programs, systems, methods, practices, and other information developed and maintained by Warehouse Goods;


 


4 Documents and other information regarding Warehouse
Goods’ business methods, relationships, strategies, costs, programs, systems, methods, practices, and other information
developed, used and maintained by Warehouse Goods are highly confidential and constitute trade secrets; and


 


5 Disclosure of Warehouse Goods’ confidential
and trade secret information would irreparably harm Warehouse Goods and give unfair advantage to any other person competing with
Warehouse Goods in the industry.


 


9 Intellectual Property and Confidential Information. In
order to induce Company to hire and to thereafter continue to employ Employee, Employee and Company have entered into a Proprietary
Rights and Confidentiality Agreement in the form attached hereto as Exhibit 2. Employee acknowledges that Company would not hire
Employee if Employee did not enter into the Proprietary Rights and Confidentiality Agreement.


 


10 Restrictive Covenant. During the term of this Agreement,
and for a period of twenty-four (24) months after this Agreement has been terminated for any reason, regardless of whether the
termination is initiated by Warehouse Goods or Employee, Employee will not directly or indirectly, on behalf of himself or herself
or on behalf of any other person, firm, company, partnership or business entity:


 


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11.1 solicit any business from any person who is or was a customer or supplier of Warehouse
Goods during a period of five (5) years prior to the termination of Employee’s employment;


 


11.2 recruit or solicit any employee of Warehouse Goods, or
person who was employed by Warehouse Goods during a period of one (1) year prior to the termination of Employee’s employment,
for employment with any other organization which engages directly or indirectly in the business of providing vaporizers and related
goods to members of the public;


 


11.3 own, manage, operate, control, be employed by, participate
in, or be connected in any manner whatsoever with the ownership, management, operation, or control of any business engaged in the
vaporizer industry or any other business similar to the type of business conducted by Warehouse Goods.


 


12 Injunction For Breach. In the
event of a breach or threatened breach by Employee of any of the promises contained in this Agreement, Employee acknowledges that
Warehouse Goods’ remedy at law for damages will be inadequate and that Warehouse Goods will be entitled to an injunction,
without the requirement of an injunction bond, to prevent and enjoin Employee from breaching or threatening to breach any of the
provisions contained herein. Warehouse Goods’ application to a court of law for an injunction under this paragraph will
not constitute a waiver by Warehouse Goods or in any way limit or prohibit Warehouse Goods from pursuing any other remedies available
to it in law or equity. Employee further agrees that:


 


1 the obligations of paragraphs 10 and 11 of this Agreement
are independent of any other obligations of Warehouse Goods, and the existence of any claim or cause of action of the Employee
against Warehouse Goods, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement
by Warehouse Goods of the provisions of paragraphs 10 and 11;


 


2 the restrictive covenant provisions of this Agreement are
reasonable and necessary to protect Warehouse Goods’ legitimate business interests, including but not limited to the protection
of Warehouse Goods’ trade secret and confidential information, relationships with existing and prospective patients and
other business relationships, good will, and Warehouse Goods’ investment in training Employee;


 


3 if any portion of the restrictive covenants of this
Agreement are held by a court to be unreasonable, arbitrary, or against public policy for any reason, the restrictive
covenant shall be enforced as to a lesser scope, time or geographic area, to the fullest extent possible such that the
provision shall not be considered unreasonable or unenforceable;


 


4 if proceedings have to be brought by Warehouse Goods
against Employee to enforce the restrictive covenant provisions of this Agreement, the period of restriction shall be deemed to
begin to run on the date of entry of an order granting Warehouse Goods injunctive relief, and shall continue uninterrupted for
the next succeeding twelve (12) months.


 


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13 Dispute Resolution. In the event
of any dispute or claim regarding this Agreement or any part thereof, the parties agree to submit such dispute or claim to binding
arbitration. A single arbitrator shall be chosen by mutual agreement between the parties and their respective counsel, who shall
render an award within 30 days of the arbitration hearing. The venue for any such arbitration shalt be Miami, Florida. The determination
or award rendered therein shall be binding and conclusive upon the parties, and judgment may be entered thereon in accordance
with applicable law in any court having jurisdiction over the parties. The prevailing party in any such arbitration proceeding
shall recover from the other party his/her/its attorneys fees and costs, which amounts shall be determined by the arbitrator.
This paragraph will not be deemed a waiver of Warehouse Goods’ right to injunctive relief as provided for in this Agreement.


 


14 Representation. The Employee hereby represents and
warrants to Warehouse Goods that: (a) this term Agreement constitutes the legal, valid and binding obligation to the Employee,
enforceable against the Employee in accordance with its terms; (b) the execution, delivery and performance of this Agreement has
been duly authorized by all required action of the Employee and (c) such execution, delivery and performance does not violate any
provisions of any agreement to which the Employee is a party, or any laws or regulations applicable to the Employee.


 


15 Indemnification. Employee shall indemnify and hold
harmless, to the fullest extent permitted by law, Warehouse Goods, its officers, directors, and shareholders with regard to any
threatened, pending or contemplated claim, action, suit, or other type of proceeding, or any final judgment, assessment, fine,
or penalty, including, without limitation: (a) any obligations to repay any sums previously paid, directly or indirectly, to Warehouse
Goods with respect to services rendered by Employee on behalf of Warehouse Goods if such overpayment results from or is based on
Employee: (i) the Internal Revenue Service upon audit or examination determine that business deductions to Employee are disallowed
as ineligible business deductions to Warehouse Goods; (ii) professional or general liability claims or judgments are asserted against
Warehouse Goods with respect to acts or omissions of Employee which exceed applicable insurance proceeds or which are determined
to be non-covered by insurance; arid (iii) any breach by Employee of any of the representations and warranties of Employee contained
herein.


 


16 No Ownership Interest. During
the term of this Agreement, Employee shall not be required to contribute any money towards Warehouse Goods’ equipment or
operations, but likewise Employee will have no financial interest in the accounts receivable, furniture, equipment, leasehold
improvements, property, assets, goodwill or the like of Warehouse Goods.


 


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17. Reporting Legal Actions. 


 


17.1.1 Summons or Complaint. Employee will notify Warehouse
Goods in writing within five (5) working days of being served with a summons, complaint, written claim, or other document alleging
negligence or other injury, whether before or during employment by Warehouse Goods.


 


2 Occurrence or Event. Employee will orally notify Warehouse
Goods within five (5) working days of any event which raises a reasonable probability that it will result in a legal claim or action against
Employee relating to his/her employment duties.


 


3 Arrest, Indictment or Conviction.
Employee will orally notify Warehouse Goods immediately, and in writing within five (5) days, of any arrest, indictment or conviction
for other than a misdemeanor motor vehicle license infraction.


 


4 Cooperation in Dispute
Resolution. Employee recognizes that certain disputes may arise between Warehouse Goods and third parties, the resolution
of which may require the cooperation of Employee, including, but not limited to, Employee’s providing factual
information and giving depositions and testimony in judicial and administrative proceedings. Employee shall, during the term
hereof and at all times after termination, cooperate with Warehouse Goods to allow it to advance its position with respect to
such disputes. Warehouse Goods shall reimburse Employee for all out-of-pocket expenses incurred in connection with such
cooperation, provided that Employee obtains Warehouse Goods ‘s agreement in advance for such expenses and provides
Warehouse Goods with an itemized written account of such reimbursable expenses. The terms and conditions of this Paragraph
shall survive termination of this Agreement.


 


18 Miscellaneous.


 


18.1 Applicable law. This Agreement, and the rights and
obligations of the parties herein, shall be construed, interpreted and enforced in accordance with, and governed by, the laws of
the State of New York, without reference to conflicts of laws principles as applied in that State. Subject to the arbitration provisions
of Section 13 above, the parties each consent to the exclusive jurisdiction of any state or federal court located in the County
of Palm Beach, State of Florida in all actions or proceedings relating to this Agreement.


 


18.2 Confidentiality. The parties hereto agree that each
shall hold this Agreement and the information contained in this Agreement as confidential and shall not disclose this Agreement
or any of its terms or information contained in this Agreement to any non party, except as necessary to carry out the terms herein
or as required by state or federal law.


 


18.3 Heading and captions. Headings and captions used
in this Agreement are for convenience only and should not be considered in interpreting the provisions hereof.


 


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18.4 Federal and state law regulations. This Agreement,
and the performance thereof, is subject to the requirements of all applicable state and federal laws. Provisions required thereby
to be in this Agreement shall be incorporated herein by this reference and shall bind the parties to this Agreement whether or
not specifically provided herein.


 


18.5 Modification. This Agreement, and the attachments
hereto, constitute the entire understanding of the parties hereto and no changes, amendments or alterations shall be effective
unless in writing and signed by both parties.


 


18.6 Enforceability. The invalidity or un-enforceability
of any terms or conditions hereof shall in no way affect the validity or enforceability of any other term or provision.


 


18.7 Notice. Any notice required to be given under this
Agreement shall be in writing and shall be delivered by certified mail, return receipt requested, to the Employee’s last
known residence or to Warehouse Goods, Inc., Attention Aaron LoCascio, Miami, Florida.


 


18.8 Complete Agreement. This Agreement, together with
the Proprietary Rights and Confidentiality Agreement entered into by the parties contemporaneously herewith, constitute the entire
understanding of the parties in respect of its subject matter, and supersedes all prior oral agreements and understandings between
the parties with respect to its subject matter.


 


18.9 Waiver. No waiver of any default in the performance
of any of the duties or obligations arising under this Agreement shall be valid unless in writing and signed by the waiving party.
Waiver of any one default shall not constitute or be construed as creating a waiver of any other default or defaults. No course
of dealing between the parties shall operate as a waiver or preclude the exercise of any rights or remedies under this Agreement.
Failure on the part of either party to object to any act or failure to act of the other party, or to declare the other party in
default, regardless of the extent of such default, shall not constitute a waiver by such party of its rights hereunder.


 


Employee:


 


Zachary Tapp                                            Date: 5/20/13


  


Warehouse Goods, Inc.:


 


By:
              Date:



 


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EXHIBIT
A


 


Compensation. Warehouse Goods shall
pay, to or for the benefit of Employee as compensation (“Salary) in the amount of $135,000.00 annually with an annual discretionary
bonus payout based on individual and company performance prorated up to 25% of base salary. Warehouse Goods shall withhold from
each compensation payment made to Employee the required withholding and other employment-related taxes, as well as any benefits
to which Employee makes a contribution, and any personal expenses incurred by Employee, the payment for which was advanced by
Warehouse Goods.


 


Payroll Schedule. Employee understands that payroll checks
will be issued weekly on Fridays. Upon resignation from employment, or termination of employment, with Warehouse Goods, Employee’s
final payroll check will include all hours worked, which will be paid according to the established payroll schedule plus any eligible
commissions earned for services rendered prior to the termination date. The Employee may provide Warehouse Goods with the mailing
address where Employee wishes to receive her last payroll check or may choose to pick up last payroll check in person.


 


Benefits. Employee will receive the following additional
benefits:


 


a Five (5) Personal Days per full-time employment year,
effective upon completion of twelve (12) months of continuous full-time employment. Personal Day’s pay will be based on the
average number of hours worked during the previous (12) months.


 


Warehouse Goods will grant holiday time off for the holidays
listed below:


 


New Year’s Day (January 1)


Independence Day (July 4)


Thanksgiving (fourth Thursday in November)


Christmas Day (December 25)


Memorial Day (last Monday in May)


Labor Day (first Monday in September)


 


b For non exempt employees Holiday Pay will be calculated based
on the average daily hours worked the previous twelve (12) months, after their ninety (90) day introductory period.


 


c Employee shall be offered the same health, qualified savings
and other benefits as may be offered to other non-executive employees of Warehouse Goods, on the same terms and conditions.”


 


3 Employee shall not be compensated for any other time off
taken in excess of the amounts set forth herein without Employer’s express prior written consent and approval.


 


4 Changes in Employee’s employment status, i.e.,
from “full-time” employment to “part-time” employment, may affect the number of personal days to which
Employee would be entitled.


 


5 Any such changes would be amended in writing and would require
the signatures of Employee and the President (or his delegated agent).


 


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6 Employee agrees to keep the terms of this Agreement confidential,
and shall not disclose any of the terms and conditions of this Agreement to third parties or otherwise make the terms and conditions
of this Agreement public except pursuant to the order of a court of competent jurisdiction or in connection with legal proceedings
to enforce the terms and conditions of this Agreement. Employee acknowledges that Employee’s breach of this provision is
grounds for immediate termination, and further acknowledges that such a breach would cause Warehouse Goods irreparable harm for
which monetary compensation alone would be an inadequate remedy. Accordingly, without limiting any other remedies available to
Warehouse Goods in connection with a breach or threatened breach of this provision, Warehouse Goods shall be entitled to injunctive
relief if Employee breaches or threatens to breach this provision.


 


Employee:


 


Zachary Tapp                                            Date: 5/20/13


  


Warehouse Goods, Inc.:


 


By:
              Date:


 


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