As Filed with the
Securities and Exchange Commission on August 24, 2023
Registration
No. 333-
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
_____________________
AMERICAN CANNABIS
COMPANY, INC.
(Exact name of
registrant as specified in its charter)
_____________________
Delaware
(State or other
jurisdiction of
incorporation or organization) |
200
Union Street, Ste. 200
Lakewood, CO
80228 |
90-1116625
(I.R.S. Employer
Identification
Number) |
| (Address,
including zip code, of Principal Executive Offices) |
_____________________
American Cannabis
Company, Inc.
2015 Employee Incentive
Plan
(Full title of
the plan)
_____________________
INCORP Services,
Inc.
919 North Market
Street, Ste. 950
Wilmington, DE
19801
Telephone: 800-246-2677
(Name and address
of agent for service)
_____________________
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act.
| Large
accelerated filer [_] |
Accelerated
filer [_] |
Non-accelerated
filer [_] |
Smaller
reporting company [X] |
___________________________
INTRODUCTION
Pursuant
to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with respect to the issuance of 41,000,000
shares of its common stock, $0.00001 par value per share (the “Common Stock”), under the Registrant’s 2015 Employee
Incentive Plan.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The
documents containing the information specified in Part I of Form S-8 will be sent or given to the individuals who are eligible to participate
in the 2015 Employee Incentive Plan ("Plan") in accordance with Rule 428(b)(1) of the Securities Act. Such documents are not
required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 of the Securities Act, but constitute (along
with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
The
general nature of the Plan is to enable the Registrant to attract and retain the services of (i) selected employees, officers, and directors
of the Registrant or any parent or subsidiary of the Registrant and (ii) selected nonemployee agents, consultants, advisors and independent
contractors of the Registrant.
The
Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Participants
may obtain additional information about the Registrant’s 2015 Employee Incentive Plan without charge by contacting: Secretary,
American Cannabis Company, Inc., 200 Union St., Suite 200, Lakewood, Colorado 80228, or by calling 303-974-4770.
The
total number of securities offered in this registration is 41 million common shares registered under Section 12g of the Securities Act.
“Eligible
Person” under the Plan means any person who is an employee of the Registrant, or any Affiliate, or any person to whom an offer
of employment with the Registrant or any Affiliate is extended, as determined by the Committee, or any person who is a Non-Employee Director,
or any person who is Consultant to the Registrant.
Item 2. Registrant Information and
Employee Plan Annual Information.
Upon
written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in Section 10(a) prospectus), other documents required to be delivered to eligible employees pursuant to
Rule 428(b) or additional information about the Registrant’s 2015 Employee Incentive Plan are available without charge by contacting:
Secretary, American Cannabis Company, Inc., 200 Union St., Suite 200, Lakewood, Colorado 80228, or by calling 303-974-4770.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference.
The
following documents have been filed (other than filings or portions of filings that are furnished under applicable SEC rules rather than
filed) by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
are incorporated by reference herein and shall be deemed to be a part hereof:
(a) The
Registrant’s Form 10-K annual report for the year ended December 31, 2022, dated April 17, 2023.
(b) All
current and periodic reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since September 12, 2016;
and
(c) The
description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 10-K filed with
the Commission on April 13, 2015, including any amendments thereto or reports filed for the purpose of updating such description.
In
addition, all documents subsequently filed (other than filings or portions of filings that are furnished under applicable Commission
rules rather than filed) by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement
and made a part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred
to as “Incorporated Documents”).
Any
statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Under
no circumstances will any information filed under current Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless
such Form 8-K expressly provides to the contrary.
Item 4. Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
In accordance with Item
509 of Regulation S-K, we hereby provide disclosure regarding compensation in excess of $50,000 paid to legal counsel involved in providing
legal services related to the transactions described herein. This disclosure is intended to provide transparency and ensure compliance
with regulatory requirements. Legal counsel has been engaged to provide ongoing legal advice and services. Pursuant to the terms of the
engagement agreement, legal counsel is entitled to receive compensation for their services rendered. The compensation structure is designed
to compensate legal counsel fairly and adequately for their expertise, time, and efforts devoted to the Registrant's corporate and securities
law regulatory compliance obligations. This compensation has been determined based on the complexity of the legal work involved, the
skill and experience of the legal professionals, and the prevailing market rates for similar legal services. The compensation paid to
legal counsel is commensurate with the market value of legal services of this nature and complexity. The legal counsel's expertise and
experience in mergers and acquisitions, corporate governance, and securities law compliance are integral to the success and smooth execution
of the Registrant's current and future operations. The compensation reflects the significance of their role in ensuring legal compliance
and risk mitigation. The compensation paid to legal counsel in connection with the transactions outlined in this document follows the
regulatory requirements of Item 509 of Regulation S-K. The compensation is reflective of the value of the legal services provided and
the experience of the legal professionals involved.
Item 6. Indemnification of Directors
and Officers.
Delaware Statutes
Section 102
of the Delaware General Corporation Law (“DGCL”) allows a corporation to eliminate the personal liability of directors of
a corporation to the corporation or to any of its stockholders for monetary damage for a breach of his or her fiduciary duty as a director,
except in the case where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. Our certificate of incorporation provides that, to the fullest extent of Delaware law, none
of our directors will be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director.
Section 145
of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify its directors and officers,
as well as other employees and individuals, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation – a “derivative action”), if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense
or settlement of such actions, and the statute requires court approval before there can be any indemnification in which the person seeking
indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that
may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.
Company
Articles and By-Laws.
Article VII
of the Company’s Certificate of Incorporation provides that:
SEVENTH: A
director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (a) for any breach of the director's duty of loyalty to the Corporation or its stockholders,
(b) for acts or omissions trot in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section
174 of the General Corporation Law of the State of Delaware, or (d) for any transaction from which the director derived an improper personal
benefit, it being the intention of this Article SEVENTH that a director of the Corporation shall, to the fullest extent permitted by
the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
Article VIII
of the Company’s Certificate of Incorporation provides that:
EIGHTH: Every
person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such person, or a person of whom such person is the legal representative,
(a) is or Was a director, officer, employee or representative (as officer, employee of representative are defined below) of the Corporation
(as defined below), ,(b) is or was serving at the request of the Corporation as a director, officer or employee of another corporation,
or as its representative in a partnership, joint venture, list or other enterprise or (c) was a Predecessor Representative (as defined
below), whether the basis of such action, suit or proceeding is and alleged action in an official capacity as director, officer, employee,
representative, or Predecessor Representative, or in any other capacity while serving as a director, officer, employee or representative
or Predecessor Representative, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, against all expenses, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred
or suffered by such person in connection therewith; provided, however, that the Corporation shall indemnify any such person in connection
with any action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation Such right shall be a contract right and stall include the right to be paid
by the Corporation expenses incurred in defending any action, suit or proceeding in advance of its final disposition upon delivery to
the Corporation of an undertaking, by or on behalf of such person, to repay all amounts so advanced unless it should be determined ultimately
that such person is entitled to be indemnified under this Article EIGHTH or otherwise.
Article VI
of the Company's Bylaws provides:
Indemnification
of Directors and Officers. Subject to the operation of Section 4 of this Article VII of these By-laws, each Director and Officer
shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as
the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against
any and all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Director or Officer
or on such Director’s or Officer’s behalf in connection with any threatened, pending or completed Proceeding or any claim,
issue or matter therein, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such
Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or
Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section shall continue
as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs,
executors, administrators, and personal representatives. Notwithstanding the foregoing, the Corporation shall indemnify any Director
or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding was
authorized by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce an Officer or Director’s
rights to indemnification or, in the case of Directors, advancement of Expenses under these By-laws in accordance with the provisions
set forth herein.
Indemnification
of Non-Officer Employees. Subject to the operation of Section 4 of this Article VII of these By-laws, each Non-Officer Employee may,
in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by
the Delaware General Corporation Law, as the same exists or may hereafter be amended, against any or all Expenses, judgments, penalties,
fines and amounts reasonably paid in settlement that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s
behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer
Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status,
if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed
to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer Employee after he or she
has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators.
Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding
initiated by such Non-Officer Employee only if such Proceeding was authorized by the Board of Directors of the Corporation.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number |
Description
of Exhibit |
| 3(i) | Certificate
of Incorporation (incorporated by reference from our Registration Statement on Form SB-2,
filed on October 12, 1995). |
* Filed herewith
Item 9. Undertakings.
(a) Subsequent
Disclosure
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) Incorporation
by Reference
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Commission
Position on Indemnification
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on August 24, 2023.
AMERICAN CANNABIS COMPANY, INC.
By: /s/ Ellis Smith
Ellis Smith
Chief Executive Officer
Chief Financial Officer
Exhibit 5.1
Mailander Law Office, Inc.
4811 49th Street
San Diego, CA 92115
(619) 239-9034
August 24, 2023
Board of Directors
American Cannabis Company, Inc.
200 Union Street, Ste. 200
Lakewood, CO 80228
| Re: | American
Cannabis Company, Inc. 2015 Equity Incentive Plan; Registration Statement on Form S-8, 41,000,000
common shares. |
To the Board of Directors:
You requested our
opinion as outside counsel to American Cannabis Company, Inc. a Delaware corporation (the “Company”), in connection with
the proposed issuance and sale by the Company of up to 41,000,000 shares of Common Stock (the "Common Stock") of the Company
pursuant to the American Cannabis Company, Inc. 2015 Equity Incentive Plan (the “Plan”), as further described in a Registration
Statement on Form S-8 (the “Registration Statement”), intended to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “Securities Act”). This opinion is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with
this opinion, we examined and relied upon originals or copies of such documents, corporate records, and other instruments as we deemed
necessary or appropriate for the purpose of this opinion, including, without limitation, the following: (a) the certificate of incorporation
of the Company; (b) the bylaws of the Company; and (c) the Registration Statement, including all exhibits thereto.
In our examination,
we assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such documents, and the accuracy and completeness of the corporate records made available to us by the
Company. As to any facts material to the opinions expressed below, with your permission, we have relied solely upon, without independent
verification or investigation of the accuracy or completeness thereof, any certificates and oral or written statements and other information
of or from public officials, directors, officers, or other representatives of the Company.
Based upon the foregoing,
and in reliance thereon, we are of the opinion that the Shares to be registered on Form S-8, when issued and sold by the Company pursuant
to the Company’s 2015 Equity Incentive Plan, and in conformity with the terms and conditions of the registration statement, will
be duly authorized, validly issued, fully paid and non-assessable.
The opinion expressed
herein is limited to the laws of the State of Delaware, all applicable provisions of the statutory provisions thereof, reported judicial
decisions interpreting those laws, and federal securities laws. This opinion is limited to the laws in effect as of the date hereof and
is provided exclusively in connection with the registration of the Shares contemplated by the Registration Statement.
We assume no obligation
to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware
after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions
expressed above.
This opinion letter
is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our
prior written consent in each instance. Further, no portion of this letter may be quoted, circulated, or referred to in any other document
for any other purpose without our prior written consent.
We hereby consent
to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim
any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable
laws.
Very truly yours,
MAILANDER LAW OFFICE, INC.
/s/ Tad Mailander
Tad Mailander
Exhibit
10.1
AMERICAN
CANNABIS COMPANY, INC.
2015
EMPLOYEE INCENTIVE PLAN
1.
Purpose. The purpose of this 2015 Employee Incentive Plan (the “Plan”) is to enable American Cannabis Company, Inc. (the
“Company”) to attract and retain the services of (i) selected employees, officers and directors of the Company or any parent
or subsidiary of the Company and (ii) selected nonemployee agents, consultants, advisors and independent contractors of the Company or
any parent or subsidiary of the Company. For purposes of this Plan, a person is considered to be employed by or in the service of the
Company if the person is employed by or in the service of any entity (the “Employer”) that is either the Company or a parent
or subsidiary of the Company.
2.
Definitions. Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below:
“Affiliate”
means (i) any person or entity that would be treated as an “affiliate” of the Company for purposes of Rule 12b-2 under
the Exchange Act and (ii) any corporation, limited liability company, joint venture, partnership or other business entity in which the
Company has a direct or indirect beneficial ownership interest representing at least fifty percent (50%) of the aggregate voting power
of the equity interests of such entity, or fifty percent (50%) of the aggregate fair market value of the equity interests of such entity,
as determined by the Committee.
“Annual
Target Incentive” means a percentage of each eligible employee’s Compensation, based on their salary grade or equivalent.
“Award”
means an award of a Cash Award, Stock Option or Restricted Stock Award granted under the Plan.
“Award
Agreement” means a written or electronic agreement entered into between the Company and a Participant setting forth the terms
and conditions of an Award granted to a Participant.
“Board”
means the Board of Directors of the Company.
“Code”
means the Internal Revenue Code of 1986, as amended.
“Common
Stock” means the Company’s common stock, $0.00001 par value per share.
“Committee”
means the Compensation Committee of the Board, or such other committee appointed by the Board to administer the Plan, or if no such
committee exists, the Board.
“Company”
means American Cannabis Company, Inc., a Delaware Corporation, and its subsidiaries and affiliated companies.
“Compensation”
means wages paid to an Eligible Person exclusive of allowances, discretionary bonuses and service or recognition awards; in compliance
and consistent with the regulations and regular business practices in each location where the Company does business as determined by
the Board, the Committee or the Plan Administrator.
“Consultant”
means any person who is a consultant or advisor to the Company and which is a natural person and who provides bona fide services
to the Company which are not in connection with the offer or sale of securities in a capital-raising transaction for the Company, and
do not directly or indirectly promote or maintain a market for the Company’s securities.
“Date
of Grant” means the date on which the Board or the Committee makes an Award under the Plan, or such later date as the Board
or Committee may specify to be the effective date of an Award.
“Eligible
Person” means any person who is an employee of the Company, or any Affiliate, or any person to whom an offer of employment
with the Company or any Affiliate is extended, as determined by the Committee, or any person who is a Non-Employee Director, or any person
who is Consultant to the Company. The qualification and eligibility of “Eligible Persons” shall be determined in the Committee’s
sole discretion. An Eligible Person is also an active, regular, full-time or part time employee of the Company, is on the Company’s
payroll on the date of the incentive payment(s), is meeting performance expectations, and is not participating in the sales or other
incentive plan.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended.
“Fair
Market Value” means the closing price of the Company’s common stock on the Date of Grant as reported on the OTC Markets
Exchange.
“Incentive
Period” means the period from January 1 through June 30 and July 1 through December 31 of each fiscal year.
“Incentive
Stock Option” means a Stock Option granted under Section 6 hereof that is intended to meet the requirements of Section 422
of the Code and the regulations thereunder.
“Non-Employee
Director” means any member of the Board who is not an employee of the Company.
“Nonqualified
Stock Option” means a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.
“Participant”
means any Eligible Person who holds an outstanding Award under the Plan.
“Plan”
means the 2015 Stock Incentive Plan of American Cannabis Company, Inc. as set forth herein, as amended from time to time.
“Restricted
Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that are issued subject to
such vesting and transfer restrictions as the Committee shall determine and set forth in an Award Agreement.
“Service”
means a Participant’s employment or Consultancy with the Employer or a Participant’s service as a Non-Employee Director
with the Employer.
“Stock
Award” means a grant of shares of Common Stock to an Eligible Person under Section 7 hereof that are issued free of transfer
restrictions and forfeiture conditions.
“Stock
Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at
such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.
3.
Administration.
3.1
Committee Members. The Plan shall be administered by a Committee comprised of one or more members of the Board of Directors, or if
no such committee exists, the Board of Directors.
3.2
Committee Authority. The Committee shall have such powers and authority as may be necessary or appropriate for the Committee to carry
out its functions as described in the Plan.
Subject
to the express limitations of the Plan, the Committee shall have authority in its discretion to determine the Eligible Persons to whom,
and the time or times at which, Awards may be granted, the amount of cash, the number of shares, units or other rights subject to each
Award, the exercise, base or purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable
or payable, the performance goals and other conditions of an Award, the duration of the Award, and all other terms of the Award. Subject
to the terms of the Plan, the Committee shall have the authority to amend the terms of an Award in any manner that is not inconsistent
with the Plan, provided that no such action shall adversely affect the rights of a Participant with respect to an outstanding Award without
the Participant’s consent. The Committee shall also have discretionary authority to interpret the Plan, to make factual determinations
under the Plan, and to make all other determinations necessary or advisable for Plan administration, including, without limitation, to
(i) correct any defect, to (ii) supply any omission or to (iii) reconcile any inconsistency in the Plan or any Award Agreement hereunder.
The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. The Committee’s determinations under
the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such
persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations,
determinations and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of
the Company or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations and actions
by the Committee shall be final, conclusive, and binding upon all parties.
3.3
Delegation of Authority. The Committee shall have the right, from time to time, to delegate to one or more officers of the Company
the authority of the Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to the requirements
of state law and such other limitations as the Committee shall determine. In no event shall any such delegation of authority be permitted
with respect to Awards to any members of the Board or to any Eligible Person who is subject to Rule 16b-3 under the Exchange Act or Section
162(m) of the Code. The Committee shall also be permitted to delegate, to any appropriate officer or employee of the Company, responsibility
for performing certain ministerial functions under the Plan.
In
the event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions
of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as
a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee’s delegation of
authority hereunder shall have the same force and effect as if such action was undertaken directly by the Committee and shall be deemed
for all purposes of the Plan to have been taken by the Committee.
4.
Shares Subject to the Plan.
4.1
Maximum Share Limitations. Subject to appropriate adjustments for stock splits or reverse stock splits, the maximum aggregate number
of shares of Common Stock that may be issued and sold under all Awards granted under the Plan shall be up to 10,000,000 Shares of Common
Stock issued and sold under the Plan may be either authorized but unissued shares or shares held in the Company’s treasury. To
the extent that any Award involving the issuance of shares of Common Stock is forfeited, cancelled, returned to the Company for failure
to satisfy vesting requirements or other conditions of the Award, or otherwise terminates without an issuance of shares of Common Stock
being made thereunder, the shares of Common Stock covered thereby will no longer be counted against the foregoing maximum share limitations
and may again be made subject to Awards under the Plan pursuant to such limitations.
4.2
Adjustments. If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization,
reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the
shares of Common Stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any
other change affecting the Common Stock, the Committee may, in the manner and to the extent that it deems appropriate and equitable to
the Participants and consistent with the terms of the Plan, cause an adjustment to be made in (i) the maximum number and kind of shares
provided in Section 4.1 hereof, (ii) the number and kind of shares of Common Stock, or other rights subject to then outstanding Awards,
(iii) the exercise or base price for each share or other right subject to then outstanding Awards, and (iv) any other terms of an Award
that are affected by the event. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to
the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Code.
5.
Participation and Awards.
5.1
Designations of Participants. All Eligible Persons are eligible to be designated by the Committee to receive Awards and become Participants
under the Plan. The Committee has the authority, in its discretion, to determine and designate from time to time those Eligible Persons
who are to be granted Awards, the types of Awards to be granted and the number of shares of Common Stock or units subject to Awards granted
under the Plan. In selecting Eligible Persons to be Participants and in determining the type and amount of Awards to be granted under
the Plan, the Committee shall consider any and all factors that it deems relevant or appropriate.
5.2
Determination of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance
with its authority under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder, or have two or more such
rights or benefits granted in tandem or in the alternative. In the case of any fractional share or unit resulting from the grant, vesting,
payment or crediting of dividends or dividend equivalents under an Award, the Committee shall have the discretionary authority to (i)
disregard such fractional share or unit, (ii) round such fractional share or unit to the nearest lower or higher whole share or unit,
or (iii) convert such fractional share or unit into a right to receive a cash payment. To the extent deemed necessary by the Committee,
an Award Agreement as described in Section 10.1 shall evidence an Award hereunder.
6.
Stock Options.
6.1
Grant of Stock Options. A Stock Option may be granted to any Eligible Person selected by the Committee pursuant to the terms and
conditions hereof. Subject to the provisions of Section 6.8 hereof and Section 422 of the Code, each Stock Option shall be designated,
in the discretion of the Committee, as an Incentive Stock Option or as a Nonqualified Stock Option.
6.2
Exercise Price. The exercise price per share for Common Stock subject to an Option shall be determined by the Committee, but shall
comply with the following:
(i) The
exercise price per share for Common Stock subject to an Option shall not be less than one hundred percent (100%) of the Fair Market Value
on the date of grant.
(ii) The
exercise price per share for Common Stock subject to an Incentive Stock Option granted to a Participant who is deemed to be a Ten Percent
Owner on the date such option is granted, shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date
of grant.
6.3
Vesting of Stock Options. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which,
a Stock Option or portion thereof shall become vested and/or exercisable, and may accelerate the vesting or exercisability of any Stock
Option at any time. The requirements for vesting and exercisability of a Stock Option may be based on the continued Service of the Participant
with the Company or its Affiliates for a specified time period (or periods) or on the attainment of specified performance goals established
by the Committee in its discretion.
6.4
Term of Stock Options. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock
Option may be exercised, provided that the maximum term of a Stock Option shall be ten years from the Date of Grant.
6.5
Termination of Service. Subject to Section 6.8 hereof with respect to Incentive Stock Options, the Stock Option of any Participant
whose Service with the Company or one of its Affiliates terminates for any reason shall terminate on the earlier of (A) the date that
the Stock Option expires in accordance with its terms or (B) as otherwise provided in an Award Agreement. Unless otherwise provided by
the Committee, if an entity ceases to be an Affiliate of the Company or otherwise ceases to be qualified under the Plan or if all or
substantially all of the assets of an Affiliate of the Company are conveyed (other than by encumbrance), such cessation or action, as
the case may be, shall be deemed for purposes hereof to be a termination of the Service.
6.6
Stock Option Exercise; Tax Withholding. Subject to such terms and conditions as shall be specified in an Award Agreement, a Stock
Option may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company, together
with payment of the aggregate exercise price therefor and applicable withholding tax. Payment of the exercise price shall be made in
the manner set forth in the Award Agreement, unless otherwise provided by the Committee: (i) in cash or by cash equivalent acceptable
to the Committee, (ii) by payment in shares of Common Stock that have been held by the Participant for at least six months (or such period
as the Committee may deem appropriate, for accounting purposes or otherwise) valued at the Fair Market Value of such shares on the date
of exercise, (iii) through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the
amount of proceeds necessary to satisfy the exercise price, (iv) by a combination of the methods described above or (v) by such other
method as may be approved by the Committee and set forth in the Award Agreement. In addition to and at the time of payment of the exercise
price, the Participant shall as a condition of exercise pay to the Company the full amount of any and all applicable income tax, employment
tax and other amounts required to be withheld in connection with such exercise, payable in cash or in any other manner as may be expressly
approved therefor by the Committee and set forth in the Award Agreement.
6.7
Limited Transferability of Nonqualified Stock Options. All Stock Options shall be nontransferable except (i) upon the Participant’s
death, in accordance with Section 10.2 hereof or (ii) in the case of Nonqualified Stock Options only, for the transfer of all or part
of the Stock Option to a Participant’s “family member” (as defined for purposes of the Form S-8 registration statement
under the Securities Act of 1933), as may be approved by the Committee in its discretion at the time of proposed transfer. The transfer
of a Nonqualified Stock Option may be subject to such terms and conditions as the Committee may in its discretion impose from time to
time. Subsequent transfers of a Nonqualified Stock Option shall be prohibited other than in accordance with Section 10.2 hereof.
6.8
Additional Rules for Incentive Stock Options.
| (a) | Eligibility.
An Incentive Stock Option may only be granted to an Eligible Person who is considered
an employee for purposes of Treasury Regulation Sec.1.421-7(h) with respect to the Company
or any Affiliate that qualifies as a “subsidiary corporation” with respect to
the Company for purposes of Section 424(f) of the Code. |
| (b) | Termination
of Employment. An Award of an Incentive Stock Option may provide that such Stock Option
may be exercised not later than 3 months following termination of employment of the Participant
with the Company and all Subsidiaries, or not later than one year following a permanent and
total disability within the meaning of Section 22(e)(3) of the Code, as and to the extent
determined by the Committee to comply with the requirements of Section 422 of the Code. |
| (c) | Other
Terms and Conditions; Nontransferability. Any Incentive Stock Option granted hereunder
shall contain such additional terms and conditions, not inconsistent with the terms of the
Plan, as are deemed necessary or desirable by the Committee, which terms, together with the
terms of the Plan, shall be intended and interpreted to cause such Incentive Stock Option
to qualify as an “incentive stock option” under Section 422 of the Code. An Award
Agreement for an Incentive Stock Option may provide that such Stock Option shall be treated
as a Nonqualified Stock Option to the extent that certain requirements applicable to “incentive
stock options” under the Code shall not be satisfied. An Incentive Stock Option shall
by its terms be nontransferable other than by will or by the laws of descent and distribution,
and shall be exercisable during the lifetime of a Participant only by such Participant. |
| (d) | Disqualifying
Dispositions. If shares of Common Stock acquired by exercise of an Incentive Stock Option
are disposed of within two years following the Date of Grant or one year following the transfer
of such shares to the Participant upon exercise, the Participant shall, promptly following
such disposition, notify the Company in writing of the date and terms of such disposition
and provide such other information regarding the disposition as the Company may reasonably
require. |
7.
Stock Awards.
7.1
Grant of Stock Awards. A Stock Award may be granted to any Eligible Person selected by the Committee. A Stock Award may be granted
for past services, in lieu of bonus or other cash compensation, as directors’ compensation or for any other valid purpose as determined
by the Committee. A Stock Award granted to an Eligible Person represents shares of Common Stock that are issued without restrictions
on transfer and other incidents of ownership and free of forfeiture conditions, except as otherwise provided in the Plan and the Award
Agreement, and as necessary subject to the Rules of Form S-8, U.S. Securities and Exchange Commission. The deemed issuance price of shares
of Common Stock subject to each Stock Award shall not be less than 100% of the Fair Market Value of the Common Stock on the Date of Grant.
The Committee may, in connection with any Stock Award, require the payment of a specified purchase price.
7.2
Rights as Stockholder. Subject to the foregoing provisions of this Section 7 and the applicable Award Agreement, upon the issuance
of the Common Stock under a Stock Award the Participant shall have all rights of a stockholder with respect to the shares of Common Stock,
including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.
8.
Restricted Stock Awards.
8.1
Grant of Restricted Stock Awards. A Restricted Stock Award may be granted to any Eligible Person selected by the Committee. The deemed
issuance price of shares of Common Stock subject to each Restricted Stock Award shall not be less than 100% of the Fair Market Value
of the Common Stock on the Date of Grant. The Committee may require the payment by the Participant of a specified purchase price in connection
with any Restricted Stock Award.
8.2
Vesting Requirements. The restrictions imposed on shares granted under a Restricted Stock Award shall lapse in accordance with the
vesting requirements specified by the Committee in the Award Agreement, provided that the Committee may accelerate the vesting of a Restricted
Stock Award at any time. Such vesting requirements may be based on the continued Service of the Participant with the Company or its Affiliates
for a specified time period (or periods) or on the attainment of specified performance goals established by the Committee in its discretion.
If the vesting requirements of a Restricted Stock Award shall not be satisfied, the Award shall be forfeited and the shares of Common
Stock subject to the Award shall be returned to the Company.
8.3
Restrictions. Shares granted under any Restricted Stock Award may not be transferred, assigned or subject to any encumbrance, pledge,
or charge until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. Failure to satisfy
any applicable restrictions shall result in the subject shares of the Restricted Stock Award being forfeited and returned to the Company.
The Committee may require in an Award Agreement that certificates representing the shares granted under a Restricted Stock Award bear
a legend making appropriate reference to the restrictions imposed, and that certificates representing the shares granted or sold under
a Restricted Stock Award will remain in the physical custody of an escrow holder until all restrictions are removed or have expired.
8.4
Rights as Stockholder. Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement, the Participant
shall have all rights of a stockholder with respect to the shares granted to the Participant under a Restricted Stock Award, including
the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.
The
Committee may provide in an Award Agreement for the payment of dividends and distributions to the Participant at such times as paid to
stockholders generally or at the times of vesting or other payment of the Restricted Stock Award.
8.5
Section 83(b) Election. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a Restricted Stock
Award, the Participant shall file, within 30 days following the Date of Grant, a copy of such election with the Company and with the
Internal Revenue Service, in accordance with the regulations under Section 83 of the Code. The Committee may provide in an Award Agreement
that the Restricted Stock Award is conditioned upon the Participant’s making or refraining from making an election with respect
to the Award under Section 83(b) of the Code.
9.
Cash Awards.
9.1
Incentive Periods; The Committee has the discretion to establish Incentive Periods wherein a determination of the availability and
amounts of any Cash Awards are determined.
9.2
Target Incentive; Target Incentives will be established by the Committee in its sole discretion and may be determined on a project-by-project
basis. The target incentives will be communicated to each Eligible Person and or Department.
9.3
Performance Criteria and Metrics; In determining the propriety of any Cash Award, the Committee will take into account: (1) financial
performance and (2) individual or Department performance. The payouts for each Incentive Period will be determined based on the level
of achievement of the performance targets established for that Incentive Period by the Board or the Committee on an annual basis, or
other term as decided by the Board or the Committee in their discretion.
9.4
Individual, Department and Company Performance Goals; For each Incentive Period, the Committee will establish 3-4 key individual,
department and Company performance objectives. They may include project completion, operational targets, or any other quantifiable goal
relating to individual department and Company performance.
9.5
Timing; Any cash award payable under the Plan shall be paid as soon as administratively practicable following the SEC reporting period
in which they are earned.
9.6
Pro-Rated Awards; For Eligible Persons hired after the beginning of an Incentive Period, awards, if any, will be pro-rated based
on the date of hire.
9.7
Leaves of Absence; Eligible Persons who are on an approved leave of absence during an Incentive Period may be eligible for a pro-rated
incentive amount provided they have been actively employed during the period, have received an acceptable performance rating, the pool
has funded, and the employee is an active employee of the Company when incentives are paid.
9.8
Termination of Employment; An Eligible Persons who ceases employment with the Company for any reason prior to the last day of an
Incentive Period ceases to be an eligible employee in this Plan and is not eligible for any award. In addition, an employee who ceases
employment with the Company for any reason prior to the date incentives are paid will not be eligible for any cash award.
9.9
Tax Withholding; The Company shall deduct or withhold amounts sufficient to satisfy Country, Federal, State, local, employment and
other taxes required to be withheld with respect to any incentive.
10.
Forfeiture Events.
10.1
General. The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and
benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain
specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but
shall not be limited to, termination of Service for cause, violation of material Company policies, breach of noncompetition, confidentiality
or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business
or reputation of the Company.
10.2
Termination for Cause. Unless otherwise provided by the Committee and set forth in an Award Agreement, if a Participant’s employment
with the Company or any Affiliate shall be terminated for cause, the Company may, in its sole discretion, immediately terminate such
Participant’s right to any further payments, vesting or exercisability with respect to any Award in its entirety. In the event
a Participant is party to an employment (or similar) agreement with the Company or any Affiliate that defines the term “cause,”
such definition shall apply for purposes of the Plan. The Company shall have the power to determine whether the Participant has been
terminated for cause and the date upon which such termination for cause occurs.
Any
such determination shall be final, conclusive and binding upon the Participant. In addition, if the Company shall reasonably determine
that a Participant has committed or may have committed any act which could constitute the basis for a termination of such Participant’s
employment for cause, the Company may suspend the Participant’s rights to exercise any option, receive any payment or vest in any
right with respect to any Award pending a determination by the Company of whether an act has been committed which could constitute the
basis for a termination for “cause” as provided in this Section 9.2.
11.
General Provisions.
11.1
Award Agreement. To the extent deemed necessary by the Committee, an Award under the Plan shall be evidenced by an Award Agreement
in a written or electronic form approved by the Committee setting forth the number of shares of Common Stock or units, options or cash
subject to the Award, and the applicable exercise price, base price, or purchase price of the Award, the time or times at which an Award
will become vested, exercisable or payable and the term of the Award. The Award Agreement may also set forth the effect on an Award of
termination of Service under certain circumstances. The Award Agreement shall be subject to and incorporate, by reference or otherwise,
all of the applicable terms and conditions of the Plan, and may also set forth other terms and conditions applicable to the Award as
determined by the Committee consistent with the limitations of the Plan. Award Agreements evidencing Incentive Stock Options shall contain
such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. The grant of an Award under
the Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as
are specified in the Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in the Award Agreement.
The Committee need not require the execution of an Award Agreement by a Participant, in which case, acceptance of the Award by the Participant
shall constitute agreement by the Participant to the terms, conditions, restrictions and limitations set forth in the Plan and the Award
Agreement as well as the administrative guidelines of the Company in effect from time to time.
11.2
No Assignment or Transfer; Beneficiaries. Except as provided in Section 6.7 hereof, Awards under the Plan shall not be assignable
or transferable by the Participant, except by will or by the laws of descent and distribution, and shall not be subject in any manner
to assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing, the Committee may provide in the terms of an
Award Agreement that the Participant shall have the right to designate a beneficiary or beneficiaries who shall be entitled to any rights,
payments or other benefits specified under an Award following the Participant’s death.
During
the lifetime of a Participant, an Award shall be exercised only by such Participant or such Participant’s guardian or legal representative.
In the event of a Participant’s death, an Award may to the extent permitted by the Award Agreement be exercised by the Participant’s
beneficiary as designated by the Participant in the manner prescribed by the Committee or, in the absence of an authorized beneficiary
designation, by the legatee of such Award under the Participant’s will or by the Participant’s estate in accordance with
the Participant’s will or the laws of descent and distribution, in each case in the same manner and to the same extent that such
Award was exercisable by the Participant on the date of the Participant’s death.
11.3
Deferrals of Payment. The Committee may in its discretion permit a Participant to defer the receipt of payment of cash or delivery
of shares of Common Stock that would otherwise be due to the Participant by virtue of the exercise of a right or the satisfaction of
vesting or other conditions with respect to an Award. If any such deferral is to be permitted by the Committee, the Committee shall establish
rules and procedures relating to such deferral in a manner intended to comply with the requirements of Section 409A of the Code, including,
without limitation, the time when an election to defer may be made, the time period of the deferral and the events that would result
in payment of the deferred amount, the interest or other earnings attributable to the deferral and the method of funding, if any, attributable
to the deferred amount.
11.4
Rights as Stockholder. A Participant shall have no rights as a holder of shares of Common Stock with respect to any unissued securities
covered by an Award until the date the Participant becomes the holder of record of such securities. Except as provided in Section 4.2
hereof, no adjustment or other provision shall be made for dividends or other stockholder rights, except to the extent that the Award
Agreement provides for dividend payments or dividend equivalent rights.
11.5
Employment or Service. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible Person
any right to continue in the Service of the Company or any of its Affiliates, or interfere in any way with the right of the Company or
any of its Affiliates to terminate the Participant’s employment or other service relationship for any reason at any time.
11.6
Securities Laws. No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then applicable
requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction,
and by any exchanges upon which the shares of Common Stock may be listed, have been fully met.
As
a condition precedent to the issuance of shares pursuant to the grant or exercise of an Award, the Company may require the Participant
to take any reasonable action to meet such requirements. The Committee may impose such conditions on any shares of Common Stock issuable
under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended, under
the requirements of any exchange upon which such shares of the same class are then listed, and under any blue sky or other securities
laws applicable to such shares. The Committee may also require the Participant to represent and warrant at the time of issuance or transfer
that the shares of Common Stock are being acquired only for investment purposes and without any current intention to sell or distribute
such shares.
11.7
Tax Withholding. The Participant shall be responsible for payment of any taxes or similar charges required by law to be withheld
from an Award or an amount paid in satisfaction of an Award, which shall be paid by the Participant on or before the payment or other
event that results in taxable income in respect of an Award. The Award Agreement may specify the manner in which the withholding obligation
shall be satisfied with respect to the particular type of Award.
11.8
Unfunded Plan. The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company to discharge
its obligations hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance of Common Stock
pursuant to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor of the Company, and neither
a Participant nor the Participant’s permitted transferees or estate shall have any other interest in any assets of the Company
by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust,
subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under the Plan.
11.9
Other Compensation and Benefit Plans. The adoption of this Plan supercedes any other share incentive or other compensation plans
adopted by the Board in effect for the Company or any Affiliate.
11.10
Plan Binding on Transferees. The Plan shall be binding upon the Company, its transferees and assigns, and the Participant, the Participant’s
executor, administrator and permitted transferees and beneficiaries.
11.11
Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court
of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms,
and all provisions shall remain enforceable in any other jurisdiction.
11.12
Foreign Jurisdictions. The Committee may adopt, amend and terminate such arrangements and grant such Awards, not inconsistent with
the intent of the Plan, as it may deem necessary or desirable to comply with any tax, securities, regulatory or other laws of other jurisdictions
with respect to Awards that may be subject to such laws. The terms and conditions of such Awards may vary from the terms and conditions
that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose. Moreover, the Board
may approve such supplements to or amendments, restatements or alternative versions of the Plan, not inconsistent with the intent of
the Plan, as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of the Plan as in effect
for any other purpose.
11.13
Substitute Awards in Corporate Transactions. Nothing contained in the Plan shall be construed to limit the right of the Committee
to grant Awards under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other corporate transaction,
of the business or assets of any corporation or other entity. Without limiting the foregoing, the Committee may grant Awards under the
Plan to an employee or director of another corporation who becomes an Eligible Person by reason of any such corporate transaction in
substitution for awards previously granted by such corporation or entity to such person. The terms and conditions of the substitute Awards
may vary from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary
for such purpose.
11.14
Governing Law. The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of
Colorado, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.
11.15
Financial Statements. All Participants are entitled to receive the financial statements of the Company at least annually via the
Company’s website.
11.16
Performance Based Awards. For purposes of Stock Awards and Restricted Stock Awards granted under the Plan that are intended to qualify
as “performance-based” compensation under Section 162(m) of the Code, such Awards shall be granted to the extent necessary
in such manner as to satisfy the requirements of Section 162(m) of the Code.
11.17
Stockholder Approval. The Plan must be approved by the stockholders by a majority of all shares entitled to vote within 12 months
after the date the Plan was adopted by the Board. Any Incentive Stock Options granted before stockholder approval is obtained shall be
converted into Nonqualified Stock Options if stockholder approval is not obtained within 12 months before or after the Plan was adopted.
12.
Effective Date; Amendment and Termination.
12.1
Effective Date. The Plan shall become effective on July 24, 2015, or the date of its adoption by the Board.
12.2
Amendment. The Board may at any time and from time to time and in any respect, amend, modify or terminate the Plan. The Board may
seek the approval of any amendment or modification by the Company’s stockholders to the extent it deems necessary or advisable
in its discretion for purposes of compliance with Section 162(m) or Section 422 of the Code, or exchange or securities market requirements
or for any other purpose. No amendment or modification of the Plan shall adversely affect any Award theretofore granted without the consent
of the Participant or the permitted transferee of the Award.
12.3
Termination. The Plan shall terminate on June 26, 2025, or on the tenth anniversary of the date of its adoption by the Board. The
Board may, in its discretion and at any earlier date, terminate the Plan. Notwithstanding the foregoing, no termination of the Plan shall
adversely affect any Award theretofore granted without the consent of the Participant or the permitted transferee of the Award.
Exhibit 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 17, 2023, with respect
to the audited financial statements of American Cannabis Company, Inc. for the year ended December 31, 2022.
/s/
Hudgens CPA, PLLC
www.hudgenscpas.com
Houston,
Texas
August
23, 2023
FEE
TABLE FOR
FORM
S-8
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
American
Cannabis Company, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
Security
Type |
|
Security
Class Title |
|
Fee
Calculation
Rule |
|
Amount
Registered (1) |
|
|
Proposed
Maximum
Offering
Price Per
Unit |
|
|
Maximum
Aggregate
Offering
Price |
|
|
Fee
Rate |
|
|
Amount
of
Registration
Fee (3) |
|
| Equity |
|
Common
Stock, par value $0.00001per share |
|
Rule
457(h) |
|
41,000,000 |
(2) |
|
$ |
0.01 |
(3) |
|
$ |
410,000 |
|
|
|
0.0001102 |
|
|
$ |
45.18 |
|
| Total
Offering Amounts |
|
|
|
|
|
|
$ |
410,000 |
|
|
|
|
|
|
$ |
45.18 |
|
| Total
Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
| Net
Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
45.18 |
|
| (1) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement
also covers an indeterminate number of additional shares of common stock of the Registrant, par value $0.00001 per share (Common
Stock), that may be issued to adjust the number of shares issued pursuant to the American Cannabis Company, Inc. 2015 Incentive
Plan (the 2015 Plan) by reason of any stock dividend, stock split, recapitalization or any other similar transaction
which results in an increase in the number of shares of the Registrant’s outstanding Common Stock. |
| |
|
| (2) |
Represents
41,000,000 shares of Common Stock underlying consulting agreements granted under the 2015 Plan and not previously registered by the
registrant. |
| |
|
| (3) |
Estimated
solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) of the Securities Act based on the
average of the high and low prices of the Registrants Common Stock as reported on the OTC Markets on August 22, 2023, which date
is within five business days prior to the filing of this Registration Statement. |
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American Cannabis (QB) (USOTC:AMMJ)
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