Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On
The following is a brief description of the material terms of the Fireman Employment Agreement:
? Title -Chief Executive Officer; ? Term -July 1, 2021 throughJune 30, 2024 (the "Term"), subject to earlier
termination;
? Duties - The executive will have such duties and responsibilities, consistent
with past practice, as are customary for the executive's position (including
the executive's positions in effect prior to the Effective Date) and any other
duties, responsibilities, or offices he may be reasonably assigned by the Board
of Directors of the Company; ? Base compensation - The executive will be paid a base salary of$350,000 per
year;
? Incentive compensation - The executive will be eligible to receive an annual
bonus (the "Performance Bonus") for each of the Company's fiscal years during
the Term, with such annual bonus to have a targeted amount equal to 75% of the
executive's base salary for the year. The Performance Bonus, if any, generally
will be based on the extent to which performance goals established by the
Company for each of such years have been met; ? Equity compensation - The executive will be granted non-qualified stock options
as follows: (i) for 5,000,000 shares of the Company's common stock, exercisable
at 100% of the fair market value on the date of the agreement, subject to
vesting; (ii) for 5,000,000 shares of the Company's common stock, exercisable
at 100% of the fair market value on the date of grant, subject to vesting, on
the date that the Company's stockholders approve an amendment to the Company's
Amended and Restated 2018 Stock Award and Incentive Plan; and (iii) an
additional option grant on each anniversary of the Effective Date in the sole
discretion of the Company's Compensation Committee; ? Termination Payments; Severance - In the event executive's employment is
terminated prior to the end of the Term, the executive will be entitled to any
accrued but unpaid base salary, unpaid prior year's Performance Bonus, incurred
but unpaid reimbursable expenses, and accrued and unused vacation time. In
addition, if the termination of employment is: (i) due to death or Total
Disability (as defined), the executive would also be entitled to a pro rata
portion of the Performance Bonus, if any, attributable to the year of
termination plus medical and group health insurance benefits for a period of
six months beginning on the date of termination; and (ii) without Cause (as
defined) or with Good Reason (as defined), the executive would also be entitled
to a pro rata portion of the Performance Bonus, if any, attributable to the
year of termination plus a lump sum severance payment equal to the greater of
$500,000 or his Annualized Pay (as defined); ? Covenants - The agreement includes, among other covenants, a covenant not to
compete or directly or indirectly solicit employees, agents, consultants or
representatives of the Company during the Term and for post-employment periods.
The material terms of the Levine Employment Agreement are the same as the terms
of the Fireman Employment Agreement except that
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The foregoing description of the Fireman Employment Agreement, the Levine Employment Agreement and the Shaw Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the respective agreements filed as Exhibits 10.16, 10.17 and 10.18, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.16 Employment Agreement betweenMariMed Inc. andRobert Fireman , datedJuly 9, 2021 . 10.17 Employment Agreement betweenMariMed Inc. andJon R. Levine , datedJuly 9, 2021 . 10.18 Employment Agreement betweenMariMed Inc. andTimothy Shaw , datedJuly 9, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). ********** 2
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