Exhibit 10.29


 


FORM OF EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of March 23, 2020 (the “Effective Date”),
is by and between GrowGeneration Corp., a Colorado Corporation with offices at 1000 W Mississippi Ave., Denver, CO 80223 (the
“Company”) and Darren Lampert an individual residing at 24 Orchard Drive, Armonk, NY 10504, (the “Executive”).


 


RECITALS


 


WHEREAS, the
Company desires to continue to employ the Executive and the Executive desires to continue employment with the Company, all upon
the terms and provisions, and subject to the conditions, as set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the mutual premises, covenants and agreements hereinafter set forth, and for other good and valuable consideration,
the receipt, and legal adequacy of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:


 


1. POSITION
AND DUTIES.


 


(a) Reporting.
During the term of this Agreement (the “Employment Term”), the Company shall employ the Executive, and the
Executive shall serve, as the Chief Executive Officer of the Company. The Executive shall report directly to the Board of Directors
of the Company.


 


(b) Responsibilities.
The Executive shall have responsibility to oversee all aspects of the Company’s business activities as are customarily performed
and enjoyed by persons employed in comparable positions, subject, however, in all instances to the direction and control of the
Board.


 


(c) Devotion of
Executive’s Time. Subject to Section 2(d) hereof, the Executive shall devote all of his business time, labor, skill
and energy to conducting the business and affairs of the Company and to performing his duties and responsibilities to the Company
as set forth in Section 2(b) hereof The Executive shall not become employed with, consult with or otherwise perform services for
any other entity or individual during the Term of this Agreement. The Executive shall perform the Executive’s duties and
responsibilities to the Company diligently, competently, faithfully and to the best of his ability. Executive shall perform his
duties from his home office and shall travel as needed.


 


(d) Representations.
The Executive represents and warrants to the Company that the Executive has the right to negotiate and enter into this Agreement,
and the Executive’s execution, delivery and performance of this Agreement does not breach, interfere with or conflict with
any other contractual agreement, covenant not to compete, option, right of first refusal or other existing business relationship
or any judgment or order, in each case, to which the Executive is a party or otherwise subject.


 


2. EMPLOYMENT
TERM.


 


(a) Initial Term.
The initial term of employment shall be for a period of three years (the “Employment Term”), commencing on
January 1, 2020 unless sooner terminated as provided in this Agreement. This Agreement shall be renewed annually for a term of
one year unless the Company or the Executive gives notice to the other of termination at least hundred and eighty (180) days prior
to the expiration of the initial term, or any successive term, as the case may be.


 


(b) Termination
for Cause. Notwithstanding the provisions of Section 2(a) above. the Company shall have the right to terminate the Executive’s
employment for Cause (as defined in Section 2(c) below); provided, however, that the Executive shall not be deemed to have been
terminated for Cause unless and until the Board of Directors at a meeting duly called and held for that purpose shall have determined
that the Executive committed an act falling within the definition of Cause and specifying the basis for such determination. If
the Executive’s employment shall be terminated by the Company for Cause, then the Company shall pay to the Executive any
unpaid salary, bonuses and benefits through the effective date of termination. If the Executive’s employment shall be terminated
by the Company without Cause, then the Company shall pay to the Executive any unpaid salary, bonuses and benefits through the
effective date of termination.


 




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(c) Cause.
For purposes of this Agreement the term, “Cause” shall mean the Executive’s: (a) engagement in gross
misconduct materially injurious to the Company: (b) knowing and willful neglect or refusal to attend to the material duties assigned
to him by the Board of Directors of the Company, which is not cured within 30 days after written notice; (c) conviction of an
act of fraud or embezzlement; or (e) conviction of a felony.


 


(d) Notice of
Termination. Any purported termination of the Executive’s employment by the Company hereunder shall be communicated
by a Notice of Termination to the Executive in accordance with Section 13. For purposes of this Agreement, a “Notice
of Termination” shall mean a written notice which shall indicate those specific termination provisions in this Agreement
relied upon and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of
the Executive’s employment under the provisions so indicated.


 


(e) Date of Termination.
For purposes of this Agreement, the date of termination shall be: (a) if this Agreement is terminated by the Company for Incapacity
(as defined in Section 4(a) below), the date on which a Notice of Termination is given. (b) if the Executive’s employment
is terminated by the Company for any other reason (other than death), the date on which a Notice of Termination is given or (c)
if the Company or Executive terminates his employment for any reason, the date on, which he gives the Company notice of such termination.


 


3. COMPENSATION.


 


The Company shall
pay to the Executive for the services to be rendered by the Executive hereunder, a salary for the initial Employment Term under
this Agreement at the rate of $275,000 per annum. The salary shall be payable in accordance with the Company’s regular policies,
subject to applicable withholding and other taxes. Such Salary will be increased during the term of this Agreement by 10 percent
annually.


 


(a) Bonus.
The Executive shall receive a bonus with respect to each fiscal year of the Company during which he is employed hereunder, commencing
with the year ending December 31, 2020 in an amount equal to 0.5% multiplied by the difference between revenue in each fiscal
year less $79,773,568 .


 


(b) Grant of Common Shares
and Stock Options. The Company also agreed to (i) issue the Executive a total of 300,000 shares of common stock in three equal
installments each year; and (ii) grant the Executive 300,000 options to purchase shares of Common Stock of the Company with a
three year vesting schedule with 100,000 options vested as of January 1, 2020, 100,000 options as of January 1, 2021 and 100,000
options as of January 1, 2022. In addition, Mr. Lampert shall receive a one-time signing bonus of 100,000 shares of common stock
as of January 1, 2020


 


(c) Expenses.
The Company agrees promptly to reimburse the Executive for all reasonable and necessary• business expenses, including without
limitation: travel and telephone incurred by him on behalf of the Company in the course of his duties hereunder, upon the presentation
by the Executive of appropriate evidence thereof.


  






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4. DEATH; INCAPACITY.


  


(a) Incapacity.
If, during the Employment Term hereunder, because of illness or other incapacity, the Executive shall fail for a period of six
(6) consecutive months (“Incapacity”), to render the services contemplated hereunder, then the Company, at its option,
may terminate the employment hereunder by notice to the Executive, effective on the giving of such notice: provided however, that
the Company shall (i) pay to the Executive any unpaid salary through the effective date of termination specified in such notice;
(I) pay to the Executive his accrued but unpaid incentive compensation, if any, for any bonus period ending on or before the date
of termination of the Executive’s employment with the Company; (iii) continue to pay the Executive for a period of six (6)
months following the effective date of termination, an amount equal to the excess, if any, of (A) the salary he was receiving
at the time of his In capacity, over (B) any benefit the Executive is entitled to receive during such period under any disability
insurance policies provided to the Executive by the Company or maintained by the Executive, such amount to be paid in the manner
and at such time as the salary otherwise would have been payable to the Executive; and (iv) pay to the Executive (within 45 days
after the end of the fiscal quarter in which such termination occurs) a pro-rata portion (based upon the period ending on the
date of termination of the Executive’s employment hereunder) of the incentive compensation, if any, for the bonus period
in which such termination occurs. The Company shall have no further liability hereunder (other than for reimbursement for reasonable
business expenses incurred prior to the date of the Executive’ Incapacity and other reimbursable expenses due under Section
3(t) through the date of Executive’s Incapacity, and repayment of compensation for unused vacation days that have accumulated
during the calendar years in which such termination occurs).


  


5.  TERMINATION BY THE COMPANY
OR THE EXECUTIVE WITH NO REASON. Either the Company or the Executive shall have the right to terminate the Executive’s
employment hereunder for “No Reason” by providing the Company’s Board of Directors with six months (180) days-notice.
Notwithstanding the foregoing, if the Executive terminates this Agreement, the Company shall have the right to terminate this
Agreement at any time during the 6-month (180) day notice period. If the Company shall terminate the Executive without cause the
Company shall pay the Executive six (6) months’ severance.


 


6. EMPLOYEE BENEFITS.


 


(a) Eligibility.
During the period of the Executive’s employment with the Company hereunder, the Executive shall be entitled to receive such
other perquisites and fringe benefits generally if and when made available by the Company to its senior executives and key management
employees as a group in accordance with the plans and policies of the Company..


 


(b) Vacation Time.
The Executive shall be entitled to paid vacation time and holidays per annum as is consistent with his position with the Company
and the performance of his duties hereunder: provided that the Executive shall not be able to take vacation time at any
time that would materially interfere with the business or operations of the Company. The Executive shall be entitled to four (4)
weeks of paid vacation for each twelve (12) months of employment.


 


(c) The Executive
is entitled to paid time for all observed holidays.


 


7. DEDUCTIONS
AND WITHHOLDINGS. The amounts payable or which become payable to the Executive under any provision of this Agreement shall
be subject to such deductions and withholdings as is required by applicable


 


8. INDEMNIFICATION.
The Company shall indemnify the Executive in his capacity as an officer of the Company to the fullest extent permitted by
applicable law against all debts_ judgments, costs. charges, or expenses whatsoever incurred or sustained by the Executive in
connection with any action, suit or proceeding to which the Executive may be made a party by reason of his being or having been
an officer of the Company, or because of actions taken by the Executive which were believed by the Executive to be in the best
interests of the Company. and the Executive shall be entitled to be covered by any directors’ and officers’ liability
insurance policies which the Company may maintain for the benefit of its directors and officers. subject to the limitations of
any such policies. The Company shall have the right to assume, with legal counsel of its choice. the defense of the Executive
in any such action, suit or proceeding for which the Company is providing indemnification to the Executive. Should the Executive
determine to employ separate legal counsel in any such action, suit or proceeding. any costs and expenses of such separate legal
counsel shall be the sole responsibility of the Executive. If the Company does not assume the defense of any such action, suit
or other proceeding. the Company shall, upon request of the Executive, promptly advance or pay an amount for costs or expenses
(including, without limitation, the reasonable legal fees and expenses of counsel retained by the Executive) incurred by the Executive
in connection with any such action, suit or proceeding. The Company shall not indemnify the Executive against any actions that
would be deemed illegal or contrary to the general indemnification provisions of the Delaware General Corporation Law. 


  




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9.   RESTRICTIONS,
RESPECTING CONFIDENTIAL INFORMATION, COMPETING BUSINESSES, ETC.


 


(a) Acknowledgments
of Executive. The Executive acknowledges and ages that by virtue of the Executive’s position and involvement with the
business and affairs of the Company, the Executive will develop substantial expertise and knowledge with respect to all aspects
of the business. affairs and operations of the Company and will have access to all significant aspects of the business and operations
of the Company and to Confidential and Proprietary Information (as such term is hereinafter defined). The Executive acknowledges
and agrees that the Company will be damaged if the Executive were to breach any of the provisions of this Section 10 or if the
Executive were to disclose or make unauthorized use of any Confidential and Proprietary Information. Accordingly, the Executive
expressly acknowledges and agrees that the Executive is voluntarily entering into this Agreement and that the terms, provisions
and conditions of this Section 10 are fair and reasonable and necessary to adequately protect the Company.


 


(b) Definition
of Confidential Information. For purposes of this: Agreement the term “Confidential and Proprietary Information”
shall mean any and all (confidential or proprietary information or material not in the public domain about or relating to
the business operations, assets or financial condition of the Company or any of its subsidiaries or affiliates, or any of its
trade secrets, including, without limitation, research and development plans or projects: data and reports: computer materials
such as programs. instructions and printouts; formulas: product testing information: business improvements. processes, marketing
and selling strategies; strategic business plans (whether pursued or not): budgets: unpublished financial statements; licenses:
pricing. pricing strategy and cost data: information regarding the skills and compensation of executives; the identities of clients
and potential clients: and (ii) any other information documentation or material not in the public domain by virtue of any action
by or on the part of the Executive, the knowledge of which gives or may give the Company or any of its subsidiaries or affiliates
a material competitive advantage over any entity not possessing such information. For purposes hereof, the term Confidential and
Proprietary Information shall not include any information or material (i) that is known to the general public other than due to
a breach of this Agreement by the Executive; or (ii) was disclosed to the Executive by a person or entity who the Executive
did not reasonably believe was bound to a confidentiality or similar agreement with the Company.


 


(c) Disclosure
of Confidential Information. The Executive hereby covenants and agrees that, while the Executive is employed by the Company
and for a period of one (1) year thereafter. unless otherwise authorized by the Company in writing, the Executive shall not, directly
or indirectly, under any circumstance: (i) disclose to any other person or entity (other than in the regular course of business
of the Company) any Confidential and Proprietary Information, other than pursuant to applicable law, regulation or subpoena or
with the prior written consent of the Company: tit) act or fail to act so as to impair the confidential or proprietary nature
of any Confidential and Proprietary Information; (iii) use any Confidential and Proprietary information other than for the sole
and exclusive benefit of the Company: or (iv) offer or agree to or cause or assist in the inception or continuation of any such
disclosure. impairment or use of any Confidential and Proprietary Information. Following the Employment Term, the Executive shall
return all documents, records and other items containing any Confidential and Proprietary Information to the Company (regardless
of the medium in which maintained or stored). without retaining any copies, notes or excerpts thereof, or at the request of the
Company, shall destroy such documents, records and items (any such destruction to be certified by the Executive to the Company
in writing). Following the Employment Term, the Executive shall return to the Company any property or assets of the Company in
the Executive’s possession.


 


(d) Non-Compete.
The Executive covenants and agrees that, while the Executive is employed by the Company, in the state of CO and a period of two
(2) years thereafter, the Executive shall not, directly or indirectly, manage, operate or control or participate in the ownership,
management, operation or control of or otherwise become interested in (whether as an owner, stockholder, member, partner, lender,
consultant, executive, officer, director, agent, supplier, distributor or otherwise) any business which is competitive with the
business of the Company or any of its subsidiaries or affiliates, or, directly or indirectly, induce or influence any person that
has a business relationship with the Company or any of its subsidiaries or affiliates to discontinue or reduce the extent of such
relationship. For purposes of this Agreement, the Executive shall be deemed to be directly or indirectly interested in a business
if he is engaged or interested in that business as a stockholder, director, officer, executive. agent, member, partner individual
proprietor, consultant . advisor or otherwise. but not if the Executive’s interest is limited solely to the ownership of
not more than five percent (5%) of the securities of any class of equity securities of a corporation or other person whose shares
are listed or admitted to trade on a national securities exchange or are quoted on an electronic quotation medium.


 




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(e) No
Solicitation. While the Executive is employed by the Company and for one (1) year after the Executive ceases to be an employed
by the Company, the Executive shall not, directly or indirectly, solicit to employ, or employ for himself or others, any employee
of the Company. or any subsidiary or affiliate of the Company, who was not Mown to the Executive prior to the date of this Agreement.


 


(f) Specific
Performance. Because the breach of any of the provisions of this Section 10 may result in immediate and irreparable injury
to the Company for which the Company may not have an adequate remedy at law, the Company shall be entitled, in addition to all
other rights and remedies available to it at law, in equity or otherwise, to a decree of specific performance of the restrictive
covenants contained in this Section 10 and to a temporary and permanent injunction enjoining such breach (without being required
to post a bond or furnish other security to show any damages).


 


(g) Challenge
of Agreement by Executive. In the event the Executive challenges this Agreement and an injunction is issued staying the implementation
of any of the restrictions imposed by Section 10 hereof: the time remaining on the restrictions shall be tolled until the challenge
is resolved by final adjudication, settlement or otherwise, except that the time remaining on the restrictions shall not be tolled
during any period in which the Executive is unemployed.


 


(h) Interpretation
of Restrictions. Executive acknowledges that the type and periods of restriction imposed by this Section 10 are fair and reasonable
and are reasonably required for the protection of the legitimate interests of the Company and the goodwill associated with the
business of the Company; and that the time, scope, geographic area and other provisions of this Agreement have been specifically
negotiated by sophisticated commercial parties and are given as an integral part of the transactions contemplated hereby. If any
of the covenants in this Section 10, or any part hereof, is hereafter construed to be invalid or unenforceable, the same shall
not affect the remainder of the covenant or covenants herein, which shall be given full effect, without regard to the invalid
portions. In the event that any covenant contained in this Agreement shall he determined by any court of competent jurisdiction
to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason
of its being too extensive in any other respect, it shall he interpreted to extend only over the maximum period of time for which
it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent
in all other respects as to which i may be enforceable, all as determined by such court in such action.


  


9. NOTICES.
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under
or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing
and shall he deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the “Business
Day” (defined as a day on which the New York Stock Exchange is open) of such delivery (as evidenced by the receipt of
the personal delivery service); (ii) if mailed certified or registered mail return receipt requested. four (4) Business Days after
being mailed: (iii) it’ delivered by overnight courier (with all charges having been prepaid), on the Business Day of such
delivery (as evidenced by the receipt of the overnight courier service of recognized standing); or (iv) if delivered by facsimile
or e-mail transmission, on the Business Day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent
after that time, on the next succeeding Business Day (as evidenced by the printed confirmation of delivery generated by the sending
party’s telecopies machine or e-mail log). If any notice, demand. consent, request. instruction or other communication cannot
be delivered because of a changed address of which no notice was given (in accordance with this Section 11), or the refusal to
accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second (2nd)
Business Day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests,
instructions and other communications will be sent to the addresses first above written. Any notice, consent, direction, approval,
instruction, request or other communication given in accordance with this Section 11 shall he effective after it is received by
the intended recipient.


 




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10. GENERAL
PROVISIONS.


 


(a) Benefit of
an agreement and Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective executors, administrators, successors and permitted assigns; provided, however, that the Executive
may not assign any of his rights or duties hereunder except upon the prior written consent of the Company. This Agreement shall
be binding on any successor to the Company whether by merger. consolidation, acquisition of all or substantially all of the Company’s
stock, assets or business or otherwise, as fully as if such successor were a signatory hereto, and the Company shall cause such
successor to, and such successor shall, expressly assume the Company’s obligations hereunder. The term “Company”
as used it this Agreement shall include all such successors. Except as expressly permitted by Section 11(a), nothing herein is
intended to or shall be construed to confer upon or give any person, other than the parties hereto, any rights, privileges or
remedies under or by reason of this Agreement.


 


Governing Law: Jurisdiction.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD OR REFERENCE TO ITS PRINCIPLES OF LAW CONFLICTS OF LAWS. THIS AGREEMENT
SHALL BE CONSTRUED AND INTERPRETED WITHOUT REGARD TO ANY PRESUMPTION AGAINST THE PARTY CAUSING THIS AGREEMENT TO BE DRAFTED. EACH
OF THE PARTIES UNCONDITIONALLY AND IRREVOCABLY CONSENTS TO TILE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
WITH RESPECT TO ANY SUIT, ACTION OR I’ROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES UNCONDITIONALLY
AND IRREVOCABLY WAIVES ANY RIGHT TO CONTEST THE VENUE OF SAID COURTS OR TO CLAIM THAT SAID COURTS CONSTITUTEAN INCONVENIENT FORUM.
EACH OF THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING
OUT OF R RELATING TO THIS AGREEMENT.


 


(b) Entire Agreement.
This Agreement contains the entire understanding and agreement of the parties and supersedes any and all other prior and/or contemporaneous
understandings and agreements, either oral or in writing. between the parties hereto with respect to the subject matter hereof:
all of which are merged herein. Each party to this Agreement acknowledges that no representations inducements, promises, or agreements,
oral or otherwise, have been made by either party, or anyone acting on behalf of either party, which are not embodied herein and
that no other agreement statement or promise not contained in this Agreement shall be valid or binding.


 


(c) Amendments:
Waiver. This Agreement may be modified, amended or waived only by an instrument in writing signed by the Company and the Executive.
No waiver of any provision hereof shall be valid unless made in writing and signed by the party making the waiver. No waiver of
any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver.


 


(d) Attorneys’
Fees. Should any party hereto institute any action or proceeding at law or in equity, or in connection with any arbitration,
to enforce any provision of this Agreement, including an action for declaratory relief or for damages by reason of an alleged
breach of any provision of this Agreement or otherwise in connection with this Agreement or any provision hereof the prevailing
party shall be entitled to recover from the losing party or parties reasonable attorneys’ fees and expenses for services
rendered to the prevailing party in such action or proceeding. 


 


(e) Right
to Legal Representation. The Executive represents and warrants that the Executive has read this Agreement and the Executive
understands connection with the negotiation and execution of this Agreement and that the Executive has either retained and has
been represented by such legal counsel or has knowingly and voluntarily waived his right to such legal counsel and desires to
enter into this Agreement without the benefit of independent legal representation. The Executive acknowledges that Robinson &
Cole LLP is representing the Company in connection with this Agreement and that it is not representing the Executive in connection
with this Agreement.


 


(f) Affirmations
of the Executive. By the Executive’s signature below, the Executive represents to and agrees with the Company that the
Executive hereby accepts this Agreement subject to all of the terms and provisions hereof. The Executive has reviewed this Agreement
in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands
all of the provisions of this Agreement.


 




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IN WITNESS WHEREOF,
each of the Company and the Executive has executed this Agreement as of the date first above written.


 


	GROWGENERATION CORP.  
    	 	EXECUTIVE 
	 	 	 
	By:	                              	 	By:	                                   
	 	 	 	 
	Print:   	 	 	Darren Lampert


 


 


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