CANN TREES Corporation (QB)

Robert Frichtel Employment Agreement

In connection with his continued employment, on April 11, 2018, Robert Frichtel entered into a new Employment Agreement (the “Frichtel Employment Agreement”) with General Cannabis Corp (the “Company”). Pursuant to the Frichtel Employment Agreement, effective March 1, 2018, Mr. Frichtel’s base salary will initially be $208,000 per annum, subject to increase in the sole discretion of the Board of Directors (the “Board”), and Mr. Frichtel will be eligible for an annual discretionary bonus based on his achievement of pre-established performance goals and/or other criteria as established by the Board in its sole discretion.  The Frichtel Employment Agreement provides that Mr. Frichtel’s employment is at-will and not for any specified period and may be terminated by either Mr. Frichtel or the Company at any time, with or without cause.  Pursuant to the terms and conditions contained in the Frichtel Employment Agreement, in the event of the termination of Mr. Frichtel’s employment by the Company without cause, Mr. Frichtel will be entitled to receive severance compensation in an amount equal to six months of his annual base salary at the time of such termination paid in the form of salary continuation.  The Frichtel Employment Agreement contains standard confidentiality provisions as well as a non-competition restriction during the term of Mr. Frichtel’s employment and for a period of six months thereafter.  The foregoing description of the Frichtel Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Frichtel Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Brian Andrews Employment Agreement

In connection with his continued employment, on April 11, 2018, Brian Andrews entered into a new Employment Agreement with the Company (the “Andrews Employment Agreement”). Pursuant to the Andrews Employment Agreement, effective March 1, 2018, Mr. Andrews’s base salary will initially be $172,500 per annum, subject to increase in the Board’s sole discretion, and Mr. Andrews will be eligible for an annual discretionary bonus based on his achievement of pre-established performance goals or other criteria as established by the Board in its sole discretion.  The Andrews Employment Agreement provides that Mr. Andrews’s employment is at-will and not for any specified period and may be terminated by either Mr. Andrews or the Company at any time, with or without cause.  Pursuant to the terms and conditions contained in the Andrews Employment Agreement, in the event Mr. Andrews’ employment is terminated by the Company without cause but such termination does not occur within six months following a change in control (as defined in the Company’s 2014 Equity Incentive Plan), Mr. Andrews will be entitled to receive severance compensation in an amount equal to six months of his annual base salary at the time of such termination paid in the form of salary continuation.  In the event of the termination of Mr. Andrews’ employment by the Company without cause within the six-month period following a change in control, Mr. Andrews will be entitled to receive $140,000, payable in a lump sum. The Andrews Employment Agreement contains standard confidentiality provisions as well as a non-competition restriction during the term of Mr. Andrews’s employment and for a period of six months thereafter.  Pursuant to the Andrews Employment Agreement, for each quarter during the term of his employment, Mr. Andrews is entitled to receive a stock option to purchase 25,000 shares of the Company’s common stock under the Company’s 2014 Equity Incentive Plan, with a five-year term, a vesting period of one year and an exercise price equal to the stock price on the QTCQB on the date of grant. The foregoing description of the Andrews Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Andrews Employment Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.