Exhibit 10.1


 


 


 


December 7, 2022

Jessica Saxton

Sent Via Email


Re:      Offer of Employment


Dear Jessica:


Charlotte’s
Web, Inc. (“Company”) is pleased to offer a promotion to work in the full-time position of Chief Financial Officer. This position
is exempt and reports directly to Jacques Tortoroli. Your start date will be January 1, 2023.


Compensation and Benefits


Base Compensation: Should you decide to accept this
offer, your initial annualized base salary will be $300,000.00, with installments generally payable every other Thursday, or sooner as
determined by state law. Consideration of your salary will be made in January 2024 and will be adjusted with the Chief Operating Officer.


It is expected that you will relocate to Colorado
by March 31, 2023. The company is prepared to offer relocation assistance of up to $40,000 through our relocation vendor. Between your
start date and March 31, 2023, you are expected to be on-sight in the Louisville Colorado office or other locations required by the position.
Travel reimbursement for costs for traveling between your home and work locations between your start date and March 31, 2023, will be
made by Charlotte’s Web Travel Reimbursement Guidelines.


This position is exempt, which means you are paid for
the job and not by the hour. Accordingly, you will not receive overtime pay. Your salary is intended to compensate you for the quality
of your work. Your work hours may vary from week to week depending on the Company’s needs


Tax and Other Withholding: The amounts of compensation
described in this letter are before taxation or other withholdings required or permitted by law. The Company reserves the right to withhold
all applicable federal, state, and local income, Social Security, and other employment taxes, along with any other amounts of required
withholding, from all amounts of compensation and other remuneration payable to you, whether as direct compensation or under any of the
compensation or benefit plans in which you may participate.


Short-Term Incentive Plan: Your target bonus opportunity
will be 75% of your regular earnings. Actual payments or grants will be made at the Company’s discretion based on the Company’s
achievement of certain business targets/initiatives and individual performance. Any annual incentive payment or grant will generally be
paid within two and a half months following the end of the Plan Year. “Regular Earnings” is defined as the aggregate base
salary earned during the period. The Compensation Committee reserves the right to adjust or amend the short-term incentive plan at its
sole discretion.


Long-Term Incentive Program: You
will be eligible to participate in the Company’s long-term incentive program. In 2023 and 2024, you are guaranteed a $400,000 stock
award, awarded in 75% non-qualified stock options and 25% restricted stock units. The awards will vest over 3 years, with 33% of the value
of the award vesting on each anniversary of the grant date (1st of the following month). In future years, you will receive the LTIP awards
as described in the company’s LTIP plan document. The Compensation Committee reserves the right to adjust or amend eligibility and
the long-term incentive plan at their sole discretion.


Charlotte’s Web is prepared to offer the following
sign-on equity grant:


		•	A
one-time new hire stock grant with a target valuation of $400,000.00, allocated as 25% restricted stock units and 75% non-qualified stock
options. The awards will vest over 2 years, with 50% of the value of the



 






     


     


    

Guidelines for Employment


If you accept this offer and become an employee of the company,
you will be subject to our employment policies. In addition, the company reserves the right to modify the compensation or benefits arrangements
described in this letter or otherwise maintained by the Company and reserves the right to modify your position or duties to meet business
needs and to use its discretion in deciding on appropriate discipline. Upon hire, you will be required to read and sign an acknowledgment
of receipt of the employee Handbook and any applicable supplement. This letter is not intended to be and does not constitute a contract
of employment and shall not be construed or interpreted to create any contractual right to employment or continued employment.


This offer is contingent upon the following: Successful completion
of a background check; Signing the Company’s Employee Confidential Information and Inventions Assignment Agreement (CIIAA) completed
via Paycom Onboarding; Verification of the information contained in your employment application, including satisfactory results of the
verification of references; Confirmation that you are not subject to any legal restrictions on your activities.


This offer will
be withdrawn whether you have signed it or not if any of the above conditions are not satisfied. Unless and until all such steps have
been completed, this conditional offer of employment may be withdrawn and you shou


The Company is an at-will employer. At-will means that
an employee may resign at any time with or without advance notice to the Company and with or without cause. Likewise, the Company may
terminate an employee at any time with or without advance notice and with or without cause. Except for the Chairman of the Board or the
Chairman of the Board’s authorized representative, no director, manager, supervisor, or representative of the Company has any authority
to enter into any agreement for employment for any specific period or to make any agreement contrary to the foregoing. The Chairman of
the Board of the Company or the Chairman of the Board’s authorized representative has the authority to make any agreement contrary
to the foregoing and then only in writing. Nothing in this letter should be read to alter the at-will nature of your anticipated employment
with the Company.


Restrictions on Employment


By signing this offer letter, you represent and warrant
that you are not a party to any agreement or subject to any policy applicable to you that would prevent or restrict you from engaging
in activities competitive with the activities of your former employer or from directly or indirectly soliciting any employee, client or
customer to leave the employ of, or transfer its business away from, your former employer, or if you are subject to such an agreement
or policy, you have complied and will comply with it, and your employment with the Company does not violate any such agreement or policy.
You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise,
with you from your current or former employer to the Company without written authorization from your current or former employer. If you
have any questions about the ownership of particular documents or other information, discuss such questions with your former employer
before removing or copying the documents or information.



     


     


    

Acceptance


This offer will remain open until close of business
on December 7th, 2022. To indicate your acceptance of the Company’s offer on the terms and conditions outlined in this letter, please
sign and date this letter in the space provided below and return it to me no later than that date.


We hope your continued employment with the Company
will prove mutually rewarding. If you have any questions, please feel free to call me at [* * *].


By signing below, I acknowledge that I have been
furnished with a copy of this offer and that I understand and agree to the terms set forth above. I understand that I will be an at-will
employee and that nothing in this document is intended to create a contract of employment or alter the at-will nature of my employment.


 


	Acknowledgment and Acceptance of Terms:	 	 
	 	 	 
	/s/ Jessica Saxton	 	12/07/2022
	Applicant Signature	 	Date
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	/s/ Mindy Garrison	 	12/19/2022
	Mindy Garrison	 	Date 
	Head of Human Resources	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[***] Indicates material that has been excluded from this Exhibit 10.1
because it is not material.