Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Sandra Fowler
On January 16, 2018 Ms. Sandra Fowler,
age 40, was appointed as the Chief Marketing Officer (“CMO”) for Indoor Harvest Corp. (the “Company”).
From August 2010 through June 2016 Ms.
Fowler held positions at Cargill Corporation, where she worked on strategy and innovation with a focus on stage gate for product
commercialization. From 2006 through 2009 she held key marketing positions within the Starbucks Coffee Company. There, she was
instrumental in driving beverage innovation and the launch of the hot breakfast sandwich program.
From 2002 to 2006 Ms. Fowler held a number
of different positions within the Sara Lee Corporation, working with quick service restaurant partners to managing the gaming and
lodging business for the protein division and later leading marketing efforts for the coffee and tea business unit. From 1997 to
2002 Ms. Fowler was an Associate Brand Manager and Brand Manager for YUM! Brands, supporting the Taco Bell business. There, she
led cross functional team as project manager to create and launch products. Under her leadership, the iconic late night sub-brand
of big brand Taco Bell was re-positioned and re-launched.
Ms. Fowler has 15 years of brand marketing,
product development, consumer insights and strategy & innovation experience in the consumer packaged goods, and food &
beverage spaces. Ms. Fowler received her BS in Food Science and her MBA from the University of California, Davis. As CMO, Ms. Fowler
will lead the re-brand, and re-positioning efforts of Indoor Harvest as we position ourselves as market leaders in the Medicinal
Cannabis space. She will contribute to developing Corporate Strategy, identify and assess emerging industry trends and align the
Company with strategic partners who are leveraging science to be at the forefront of precision genetics for personalized medicine.
There are no family relationships between
Ms. Fowler and any of our other officers and directors.
Sandra Fowler Agreements
On January 15, 2018, the Company entered
into an employment agreement (the “Fowler Employment Agreement”) and an indemnity agreement (the “Fowler Indemnity
Agreement”) with Sandra Fowler.
Employment Agreement
Pursuant to the terms of the Fowler Employment
Agreement, Ms. Fowler shall serve as CMO of the Company. The initial term of the agreement will expire on January 15, 2019, and
commencing on January 15, 2019 and on each anniversary of such date thereafter, the term of the Fowler Employment Agreement shall
automatically renew for a one-year period, unless earlier terminated by either party pursuant to the terms of the Fowler Employment
Agreement. In consideration for Ms. Fowler’s services, under the Fowler Employment Agreement, Ms. Fowler shall receive (i)
an annual base salary of $48,000 and (ii) 200,000 shares of restricted common stock of the Company. Further, pursuant to the Fowler
Employment Agreement, the Company agreed to revise the annual base compensation for Ms. Fowler to $65,000, after 90 days of the
execution of the Fowler Employment Agreement, or after the Company raises not less than $1,000,000 from sales of its equity securities
subsequent to the execution of the Fowler Employment Agreement, whichever may come first. In addition, Ms. Fowler shall be eligible
to participate in any equity-based incentive compensation plan or programs adopted by the Company’s board of directors.
The foregoing description is a summary
only, does not purport to set forth the complete terms of the Fowler Employment Agreement, and is qualified in its entirety by
reference to the Fowler Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated
by reference herein.
Indemnity Agreement
Pursuant to the terms of the Fowler Indemnity
Agreement entered into with Sandra Fowler (the “Indemnitee”), the Company agreed to use reasonable efforts to obtain
and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”)
in reasonable amounts from established and reputable insurers; provided, however, that the Company shall have no obligation to
obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the
premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage is reduced by exclusions
so as to provide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company.
In addition the foregoing, the Company agreed to indemnify the Indemnitee from certain third party actions, derivative actions
and actions where the Indemnitee is decreased; provided, however, that the Company shall not be obligated to indemnify the Indemnitee
for actions including, but not limited to, actions initiated by the Indemnitee, for any action in which it is determined that the
material assertions made by the Indemnitee in such proceeding were not made in good faith or were frivolous, for any settlements
not authorized by the Company, for any actions on the account of Indemnitee’s willful misconduct, and for any expenses and
the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or any similar successor statute; provided, further that, that the Company shall not be obligated
to indemnify the Indemnitee for expenses or liabilities of any type whatsoever which have been paid directly to Indemnitee pursuant
to the Company’s D&O Insurance policy.
The foregoing description is a summary
only, does not purport to set forth the complete terms of the Fowler Indemnity Agreement, and is qualified in its entirety by reference
to the form of the Indemnity Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is hereby incorporated
by reference herein.