INDEPENDENT DIRECTOR AGREEMENT
This INDEPENDENT DIRECTOR AGREEMENT is dated
February 28, 2020 (the “Agreement”) by and between MARIJUANA COMPANY OF AMERICA, INC, a Utah corporation (the “Company”),
and Themistocles Psomiadis (the “Director”).
WHEREAS, the Company appointed the Director
effective February 28, 2020. The Company and Director desire to enter into an agreement with the Director with respect to the terms
and conditions of such appointment; and
WHEREAS, the Director is willing to accept
such appointment and to serve the Company on the terms set forth herein and in accordance with the provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual
covenants contained herein, the parties hereto agree as follows:
1. Position. Subject to the
terms and provisions of this Agreement, Director is appointed, and the Director hereby agrees to serve the Company, in such position
upon the terms and conditions hereinafter set forth, provided however, that the Director’s continued service on
the Board of Directors is subject to the application of Utah statutes and the Company’s By-Laws.
(a) During the Directorship Term (as defined
herein), the Director make reasonable business efforts to attend all Board meetings and quarterly pre-scheduled Board and Management
conference calls, serve on appropriate subcommittees as reasonably requested and agreed upon by the Board, make himself available
to the Company at mutually convenient times and places, attend external meetings and presentations when agreed on in advance, as
appropriate and convenient, and perform such duties, services and responsibilities, and have the authority commensurate to such
(b) The Director will use his best efforts
to promote the interests of the Company. The Director will not, without the prior notification to the Board, engage in any other
business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder
or which is in violation of the reasonable policies established from time to time by the Company, provided that
the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of
directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board
may require the resignation of the Director if it determines that such business activity does in fact materially interfere with
the performance of the Director’s duties, services and responsibilities hereunder.
Payments. After the execution of this Agreement, the Director shall receive a quarterly payment of five
thousand dollars ($5,000.00) which shall be paid either in cash, or in shares of common stock of the Company, in the
Company’s discretion, with the number of shares to be issued determined as of the closing price of the Company’s
common stock as reported on the OTC Markets on the last trading day of each quarter.
(b) Independent Contractor. The
Director’s status during the Directorship Term shall be that of an independent contractor and not, for any purpose, that
of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided
to the Director under this Section 3 shall be made or provided without withholding or deduction of any kind, and the Director shall
assume sole responsibility for discharging all tax or other obligations associated therewith.
(d) Expense Reimbursements. During
the Directorship Term, the Company shall reimburse the Director for all reasonable out-of-pocket expenses incurred by the Director
in attending any in-person meetings, provided that the Director complies with the generally applicable policies,
practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.
Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director in excess of $500.00) must be
approved in advance by the Company.
4. Directorship Term. The
“Directorship Term,” as used in this Agreement, shall mean the period commencing on the Effective Date and terminating
on the earlier of the date of the next annual or special stockholders meeting called for the purposes of electing directors, and
the earliest of the following to occur: (a) the death of the Director; (b) the termination of the Director from his membership
on the Board by the mutual agreement of the Company and the Director; (c) the removal of the Director from the Board by the majority
stockholders of the Company; and (d) the resignation by the Director from the Board.
5. Director’s Representation and Acknowledgment. The
Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement
or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior
or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred
to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder
of the Company or any of their respective affiliates with regard to this Agreement.
6. Director Covenants.
Disclosure. The Director agrees and understands that in the Director’s position with the Company, the
Director has been and will be exposed to and receive information relating to the confidential affairs of the Company,
including, but not limited to, technical information, business and marketing plans, strategies, customer information, other
information concerning the Company’s products, promotions, development, financing, expansion plans, business policies
and practices, and other forms of information considered by the Company to be confidential and in the nature of trade
secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information
confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the
prior written consent of the Company; provided, however, that (i) the Director shall have no such
obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry
other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving
prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent
required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has
no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly
return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists,
files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other
product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in
electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as
a result of the Director’s position with the Company during or prior to the Directorship
Term, provided that the Company shall retain such materials and make them available to the Director if
requested by him in connection with any litigation against the Director under circumstances in which (i) the Director
demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation
and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.
(b) Non-Solicitation. During the
Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship
with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or
at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company
or otherwise had a material business relationship with the Company.
(c) Non-Compete. The Director agrees that during
the Directorship Term and for a period of one (1) year thereafter, he shall not in any manner, directly or indirectly, through
any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee
of or consultant to any other corporation or enterprise; engage in the business of developing, marketing, selling or supporting
technology to or for businesses in which the Company engages in or in which the Company has an actual intention, as evidenced by
the Company's written business plans, to engage in, within any geographic area in which the Company is then conducting such business. Nothing
in this Section 6 shall prohibit the Director from being (i) a stockholder in a mutual fund or a diversified investment
company or (ii) a passive owner of not more than three percent of the outstanding stock of any class of securities of a corporation,
which are publicly traded, so long as the Director has no active participation in the business of such corporation.
(d) Insider Trading Guidelines. Director
agrees to execute the Company’s Insider Trading Guidelines in the form attached hereto.
(e) Remedies. The Director
agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the Company for which
the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any
threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach
and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the
Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be
entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available
remedies for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from the
Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not agreed
to the provisions of this Section 6.
(f) The provisions of this Section 6 shall
survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the
Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of
the covenants and agreements of this Section 6.
7. Indemnification. The Company
agrees to indemnify the Director for his activities as a member of the Board to the fullest extent permitted under applicable law
and shall use its best efforts to obtain Directors and Officers Insurance benefitting the Board.
8. Non-Waiver of Rights. The
failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party hereto
of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity
of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance with
its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.
9. Notices. Every notice
relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified mail, postage
prepaid, return receipt requested; to:
If to the Company:
MARIJUANA COMPANY OF AMERICA, INC.
1340 West Valley Parkway, #205
Escondido, CA 92029
Attention: Jesus Quintero, Principal Executive Officer
If to the Director:
1420 Midtown Avenue, Apt. 407
Mt. Pleasant, SC 29464
Either of the parties hereto may change their
address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 9.
10. Binding Effect/Assignment. This
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal
representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions
of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without
the prior written consent of the other party.
11. Entire Agreement. This
Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.
12. Severability. If any
provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or
application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.
13. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of California, without reference to the principles
of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in
any court in San Diego County, California and the parties hereto hereby consent to the jurisdiction of such courts in any such
action or proceeding; provided, however, that neither party shall commence any such action or proceeding
unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject
of such action or proceeding through mediation by an independent third party.
14. Legal Fees. The parties
hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of
or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall reimburse the
prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such Dispute.
15. Modifications. Neither
this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed
by both parties.
16. Tense and Headings. Whenever
any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all
cases where they would so apply. The headings contained herein are solely for the purposes of reference, are not part of this Agreement
and shall not in any way affect the meaning or interpretation of this Agreement.
17. Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the Company has caused
this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set his hand, on the
day and year first above written.
||MARIJUANA COMPANY OF AMERICA, INC.
||Principal Executive Officer and Chairman of the Board of Directors