Item 5. Other Information
Item 5. Other Information.
Griese Letter Agreement
On November 7, 2022, the Company, Cronos USA Client Services LLC (“Cronos USA”) and Hortican Inc. (“Hortican”), both wholly-owned subsidiaries of the Company, entered into a separation agreement with John Griese (the “Separation Agreement”), who previously ceased to serve as Senior Vice President, Head of Operations (North America) of the Company, effective as of the close of business on October 18, 2022. Jeff Jacobson, then Senior Vice President, Head of Growth (North America) for Cronos Group, assumed Mr. Griese’s responsibility for overseeing Cronos Group’s operations within North America.
Under the Separation Agreement, Mr. Griese will continue to be employed for purposes of transitioning his duties to Mr. Jacobson until January 18, 2023 (the “Resignation Date”). Following the Resignation Date, subject to Mr. Griese’s entering into a release of claims in favor of the Company and its affiliates and related entities, Mr. Griese will be entitled to (1) a lump sum payment of $139,615, which represents six months of Mr. Griese’s annual base salary, (2) a lump sum payment of $4,688, which is equal to six months of Cronos USA’s portion of Mr. Griese’s benefits premium, in lieu of the continuation of group insured benefits following Mr. Griese’s resignation, and (3) continued vesting of any outstanding and unvested equity awards in accordance with the terms and conditions of the applicable award agreements, subject to Mr. Griese’s compliance with his post-employment obligations. Mr. Griese is also eligible to receive an annual bonus for the Company’s 2022 fiscal year, subject to the terms and conditions of the Company’s short-term incentive compensation program and Mr. Griese entering into the aforementioned release of claims.
Pursuant to the Separation Agreement, Mr. Griese is subject to an ongoing non-disparagement provision, and the ongoing confidentiality and intellectual property provisions contained in the Executive Employment Agreement, effective January 10, 2022, by and among Mr. Griese, Cronos USA and the Company.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Jacobson Promotion
On November 7, 2022, Jeffrey Jacobson was promoted from Senior Vice President, Head of Growth (North America) to Chief Growth Officer. In connection with his promotion, Mr. Jacobson’s annual base salary increased to CAD $420,000, his annual target bonus opportunity under the Company’s short-term incentive compensation plan increased to 115% of his base salary; and his target annual long-term incentive compensation opportunity increased to 115% of his base salary. All other terms and conditions of Mr. Jacobson’s employment remained the same.
Item 6. Exhibits
The exhibits listed in the Exhibit Index immediately below are filed as part of this Quarterly Report, which Exhibit Index is corporate by reference herein.
Exhibit Number Exhibit Index
3.1 Certificate of Continuance, Notice of Articles and Articles of Cronos Group Inc. (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of Cronos Group Inc., filed August 6, 2020).
31.1* Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.01 Letter Agreement by and among Jeffrey Jacobson and Hortican Inc., dated November 7, 2022.
10.02 Letter Agreement by and among John Griese, Cronos USA Client Services LLC, and Hortican Inc., dated November 7, 2022.
101.INS* XBRL Instance Document.
101.SCH* XBRL Taxonomy Extension Schema Document.
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.
* Filed herewith.
** Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CRONOS GROUP INC.
By: /s/ Robert Madore
Robert Madore
Chief Financial Officer
November 7, 2022
By: /s/ Carlos Cortez
Carlos Cortez
Vice President, Controller, and Principal Accounting Officer
November 7, 2022
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.