Employment Agreement, dated April 8, 2019, by and between Alternative Solutions, LLC and Gregg Carlson
This Employment Agreement (hereinafter referred to as “Agreement”) is entered into by and between Alternative Solutions, LLC, a Nevada limited liability company (hereinafter referred to as the “Company”), and Gregg Carlson (hereinafter referred to as “Executive”).
1. Term of Employment. The initial term of this Agreement shall be for one (1) year, beginning on April 8, 2019 (the “Effective Date”) and ending on April 7, 2020. Upon expiration of the initial term, this Agreement shall automatically renew for successive terms of one (1) year, unless, without limiting the application of Sections 5, 6 and 7 of this Agreement, either party, at least sixty (60) days prior to such renewal, gives the other party written notice of intent not to renew.
2. Duties and Responsibilities. The Company hereby employs Executive as Controller with such powers and duties in that capacity as may be established from time to time by the Manager of the Company in its discretion. In addition, Executive will devote his entire time, attention and energies to the business of the Company, its parent and their affiliates in such capacity as may be requested by the Manager of the Company from time to time in its discretion during the term of this Agreement. During his employment, Executive will not engage in any other business activities, regardless of whether such activity is pursued for profits, gains, or other pecuniary advantage. Executive shall use his best efforts and skill to best promote the business and the interests of the Company. Executive shall at all times use his best efforts to preserve and maintain the business relationships between the Company and its executives, employees, clients, suppliers and vendors.
(a) Base Salary. During the term of this Agreement, the Company will pay a base salary of One Hundred Ten Thousand Dollars ($110,000.00) per annum to Executive, payable in installments according to the Company’s normal payroll practices and less legal and applicable withholdings.
(b) Salary Increases. The Company may, in its sole discretion, increase Executive’s salary from time to time, depending on criteria such as Executive’s performance and the financial performance of the Company. The first salary review shall occur one year after the effective date of this Agreement.
(c) Vacation. Executive shall be entitled to two weeks’ vacation per year during each of the first two years following the Effective Date of this Agreement.
(d) Holidays, Sick Days and Personal Days. Executive shall be entitled to paid holidays and sick days in accordance with the Company’s policies applicable to all employees.
(e) Salary Continuation. If Executive is unable to work due to a physical or mental illness (of a nature that meets the definition of “total disability” for purposes of any Company disability insurance), the Company shall continue Executive’s base salary for up to 60 days after
Executive first becomes disabled. This provision shall only apply once during the term of this Agreement.
(f) Health, Life and Disability Insurance and Profit Sharing Plans. Executive shall be entitled to participate in Company (or CLS) life, disability, stock option, retirement, or 401(k) plans or programs of the Company or CLS, if and when such plans or programs are offered by the Company or CLS, subject to the Executive having met any eligibility requirements for participation therein. Executive’s family members may participate in Company or CLS health insurance plans at Executive’s cost.
(g) Restricted Stock Signing Bonus. The Company shall grant to Executive, on the Effective Date, 50,000 shares of restricted common stock in CLS Holdings USA, In. (“CLS”). The shares shall become fully vested, and the restrictions removed, one year after the Effective Date assuming the Executive remains employed by the Company on such date. The grant of such restricted shares shall be evidenced by a restricted stock grant agreement that contains these terms and other provisions generally applicable to CLSs restricted stock, including the restrictions that Executive may not sell, transfer, pledge or assign such restricted shares, may not vote such restricted shares, and will not have the right to receive any dividends on the restricted shares until such restrictions are removed.
(h) Expense Reimbursement. The Company shall reimburse Executive for his expenses incurred in providing services to the Company, including expenses for travel, entertainment and similar items, in accordance with the Company’s reimbursement policies as determined from time to time by the Board of the Company.
4. Performance Review. The Company shall provide Executive with an interim review and evaluation of his performance on each anniversary of this Agreement. Executive shall be responsible for taking action to initiate the performance review.
5. Death or Disability.
(a) In the event of Executive’s death, this Agreement and the Employment’s salary and compensation shall automatically end.
(b) If Executive becomes unable to perform his employment duties on a full-time basis the during the term of this Agreement, his compensation under this Agreement shall automatically be suspended after any accrued paid time off has been exhausted and shall continue to be suspended until such time as Executive becomes able to resume his job duties for the Company. In the event that Executive becomes unable to perform his employment duties for a cumulative period of six months within any span of twelve months during the term of this Agreement, this Agreement and Executive’s employment will be automatically terminated.
6. Termination by Company for Cause.
(a) The Company may terminate this Agreement, and Executive’s employment, “for cause” at any time. As used herein, “for cause” shall mean any one of the following:
(i) The willful breach or habitual neglect by Executive of his job duties and responsibilities after notice by the Company; or
(ii) Conviction of any felony that should cause Executive to be unfit for continued employment by the Company or prevent Executive from performing his duties hereunder; or
(iii) Commission of an act of “dishonesty,” which act directly or indirectly involves the Company (an act of Executive shall not be deemed to be “dishonest” if Executive took such action in Executive’s good faith belief that it was honest and in the best interest of the Company); or
(iv) Any act or omission deemed as grounds for termination of employees as set forth in the Company’s personnel policies in existence at the time; or
(v) A material breach of this Agreement, after notice and an opportunity to cure.
In the event the Company terminates Executive’s employment for cause, Executive’s salary and any additional cash or equity compensation that would otherwise be payable for that calendar year and prior years and subsequent years shall automatically terminate and be forfeited.
7. Effect on Stock Options in Event of Termination. Upon termination of this Agreement by the Company for cause, any stock options granted, or to be granted, pursuant to Section 3(g) hereof that have not been earned or vested as of the date of termination shall be cancelled. Upon termination of this Agreement by the Company without cause, any stock options granted pursuant to Section 3(g) hereof that have been earned, if applicable, but are not vested shall vest immediately upon the date of termination.
8. Cooperation. Upon the termination of this Agreement for any reason, Executive agrees to cooperate with the Company in effecting a smooth transition of the management of the Company with respect to the duties and responsibilities, which Executive performed for the Company. Further, after termination of this Agreement, Executive will upon reasonable notice, furnish such information and proper assistance to the Company as it may reasonably require in connection with any litigation to which the Company is or may become party.
9. Confidentiality, Non-Compete and Property Rights. As a material inducement to the Company to enter into this Agreement, Executive has executed and delivered, or will execute and deliver, effective as of the Effective Date, a Confidentiality, Non-Compete and Property Rights Agreement (“Non-Compete Agreement”) in substantially the form attached hereto as Exhibit A. Upon the Effective Date, Executive shall have resigned as an officer, director, and/or employee from any and all businesses with which she is or has been affiliated.
10. Resolution of Disputes by Arbitration. Any claim or controversy that arises out of or relates to this Agreement, or the breach of it, will be resolved by arbitration in Miami, Florida in accordance with the rules then existing of the American Arbitration Association. Judgment upon the award rendered may be entered in any court possessing jurisdiction over arbitration
awards. This Section shall not limit or restrict the Company’s right to obtain injunctive relief for violations of the Non-Compete Agreement. The prevailing party shall be entitled to payment for all costs and reasonable attorneys’ fees (both trial and appellate) incurred by the prevailing party in regard to the proceedings.
11. Adequate Consideration. Executive expressly agrees that the Company has provided adequate, reasonable consideration for the obligations imposed upon his in this Agreement.
12. Effect of Prior Agreements. This Agreement supersedes any prior agreement or understanding between the Company and Executive.
13. Limited Effect of Waiver by Company. If the Company waives a breach of any provision of this Agreement by Executive, that waiver will not operate or be construed as a waiver of later breaches by Executive.
14. Notices. All notices and other communications that are required or may be given under this Agreement shall be in writing and shall be delivered personally, by overnight courier or by certified mail, with postage prepaid and with a return receipt requested, addressed to the party concerned at the following addresses:
If to the Company: Alternative Solutions, LLC
11767 S. Dixie Hwy.
Miami, Florida 33156
Attn: Jeffrey Binder
With a copy to: Nelson Mullins Broad and Cassel
1 North Clematis Street
West Palm Beach, Florida 33401
Attn: Kathleen L. Deutsch
If to Executive: Gregg Carlson
2342 Malaga Peak Street
Las Vegas, NV 89135
15. Severability. If any provision of this Agreement is held invalid for any reason, such invalid provision shall be reformed, to the extent possible, to best reflect the intention of the parties, and the other provisions of this Agreement will remain in effect, insofar as they are consistent with law.
16. Assumption of Agreement by Company’s Successors and Assigns. At the Company’s sole option, the Company’s rights and obligations under this Agreement will inure to the benefit and be binding upon the Company’s successors and assigns. Executive may not assign his rights and obligations under this Agreement.
17. Applicable Law. Executive and the Company agree that this Agreement shall be subject to, and enforceable under, the laws of the State of Florida, without giving effect to Florida’s choice of law provisions.
18. Entire Agreement; Oral Modifications Not Binding. This instrument is the entire Agreement between the Company and Executive with respect to the subject matter hereof. Executive agrees that no other promises or commitments have been made to Executive. This Agreement may be altered by the parties only by a written Agreement signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have executed this Employment Agreement on April 8, 2019.
|ALTERNATIVE SOLUTIONS, LLC||EXECUTIVE|
By: CLS Holdings USA, Inc., its sole
|By: /s/ Jeffrey Binder||/s/ Gregg Carlson|
Jeffrey Binder, Chairman
AND PROPERTY RIGHTS AGREEMENT