Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 14, 2023, Indoor Harvest Corp. (the "Company") entered into an
employment agreement (the "Agreement") with Trevor Smith. Pursuant to the
Agreement, Mr. Smith will act as the Company's Chief Financial Officer and Chief
Operating Officer.
Mr. Smith, age 35, has 10 years of experience in the cannabinoid industry. Most
recently in 2022, he served as Chief Financial Officer of Sun Sine LLC, a
provider of management services to a state licensed medical and recreational
cannabinoid cultivation, manufacturing, and distribution operation in Arizona.
Prior to this position, from 2016 to 2020, Mr. Smith served as Chief Financial
Officer and Chief Operating Officer of Arizona Natural Pain Solutions Inc.
("ANPS"), a U.S. based cannabinoid operator with state licensed medical
cultivation, manufacturing, distribution, and retail operations in Arizona. In
2018, ANPS promoted Mr. Smith to Chief Executive Officer and appointed him to
the Board of Directors, positions he held until 2020. In 2019, Mr. Smith also
worked as Director of Supply Chain for Connected Cannabis Co, a California-based
cannabinoid cultivator and brand, where he oversaw the inventory and material
supply chains for state licensed medical and recreational cultivation,
manufacturing, and distribution in California. From 2014 to 2015, Mr. Smith
worked as Vice President - Finance for Herbal Wellness Center Inc. a subsidiary
of Vext Science, Inc. (OTC: VEXTF), a U.S.-based cannabinoid operator, where he
oversaw the strategic finance and operations related activities for a state
licensed medical cultivation, manufacturing, distribution, and retail operation
in Arizona. From 2009 to 2010, Mr. Smith worked for Grosvenor Capital Management
(now known as "GCM Grosvenor"; NASDAQ: GCMG), an American alternative asset
management firm, as a finance associate. From 2008 to 2009, Mr. Smith worked for
PricewaterhouseCoopers ("PwC"), an international professional services brand of
firms and one of the Big Four accounting firms, as a mergers and acquisitions
associate. He received a bachelor's degree in Accounting from Western Michigan
University, and withdrew from the master's degree in business administration
from the University of Chicago to pursue cannabinoid entrepreneurship.
The selection of Mr. Smith to serve as Chief Financial Officer and Chief
Operating Officer was not pursuant to any arrangement or understanding with
respect to any other person. There are no family relationships between Mr. Smith
and any director or executive officer of the Company, and there are no
transactions between Mr. Smith and the Company that would be required to be
reported under Item 404(a) of Regulation S-K.
The Agreement is for a term of 3 years, unless terminated earlier. Either party
may terminate the Agreement at any time with or without cause. Initially, Mr.
Smith will be subject to a 90-day probation period (the "Probation Period").
During the Probation Period, either party may terminate the Agreement upon
giving to the other party at least two weeks written notice before the end of
the Probation Period. In the event of such termination, the Company will pay Mr.
Smith through the date of termination and all other compensation, such as
bonuses, and benefits under the Agreement will terminate, and Mr. Smith will not
be entitled to any termination benefits.
In connection with his appointment as Chief Financial Officer and Chief
Operating Officer, the Board of Directors approved the following compensation
and benefit arrangement for Mr. Smith:
? an annual base salary of $225,000, of which $105,000 will be deferred until
the Company obtains funding in the amount of $2,000,000.
? participation in the Company's benefit plan and programs, which have not yet
begun but are anticipated.
? a one-time option grant, pursuant to the Company's 2015 Stock Incentive Plan,
subject to terms as determined by the Board of Directors in its discretion, to
purchase up to 50,000,000 shares of common stock, $0.001 par value per share
(the "Company Common Stock"), exercisable, in whole or in part, at an exercise
price of $0.01, an approximate dollar value of $500,000 as of the Effective
Date (the "Signing Stock Option Bonus"). The Signing Stock Option Bonus shall
vest the day after the satisfactory completion of the Probation Period.
? a discretionary annual bonus of up to 50% of the Base Salary as determined by
the Board.
? a one-time grant of stock options to purchase up to an aggregate amount of
200,000,000 shares of Company Common Stock (the "Performance-Based Stock
Option Bonus") that will vest quarterly beginning on the three-month
anniversary of the Start Date. All other terms and conditions of such awards
shall be governed by the terms and conditions of the Equity Plan and the
applicable performance-based stock option award agreement. Mr. Smith's receipt
of a bonus is dependent upon (a) his continuous performance of services to the
Company through the date any bonus is paid; and (b) his actual achievement
with the Company of the applicable performance targets and goals set by the
Board in advance of, or within the first quarter of, each calendar year.
As a condition of employment, Mr. Smith agrees to enter into additional
agreements, including an Assignment of Inventions, Non-Disclosure,
Non-Solicitation and Non-Competition Agreement (the "Proprietary Information
Agreement"), which may be amended by the parties from time to time without
regard to the Agreement.
The foregoing is intended to be a summary of the terms of the Agreement and is
subject to and qualified in its entirety by the text of the Agreement, a copy of
which is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Employment Agreement between Trevor Smith and the Company, dated April
14, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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