Item 5. Other Information
ITEM 5. OTHER INFORMATION
Departure of Rodrigo de Oliveira
On August 12, 2022, Rodrigo de Oliveira, the Chief Operating Officer of the Company, entered into a Separation and General Release Agreement (the “Separation Agreement”) with Warehouse Goods LLC, a wholly owned subsidiary of the Company, whereby Mr. de Oliveira’s employment with the Company will be terminated effective September 30, 2022 (the “Separation Date”). Mr. de Oliveira’s decision to step down as Chief Operating Officer of the Company is due to his desire to pursue other interests and is not the result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.
Pursuant to the Separation Agreement, Mr. de Oliveira will receive a cash severance payment totaling $459,385.68, representing nine months’ base salary, 75% of Mr. de Oliveira’s pro-rated bonus eligibility for 2022, and COBRA payments for twelve months. The salary, bonus and COBRA payments are each payable in accordance with the Company’s ordinary payroll practices. As consideration for entering into the Separation Agreement, Mr. de Oliveira agreed to a full and complete release of any and all waivable claims and rights against the Company, its parents, subsidiaries and affiliates, and each of their officers, directors, members, shareholders, employees, agents, representatives, consultants, fiduciaries, attorneys, insurers, benefit plans, plan administrators, joint venture partners, subsidiaries and affiliates, and all of their predecessors, successors, and assigns, up to and through the Separation Date.
Pursuant to the Separation Agreement, Mr. de Oliveira is subject to certain continuing obligations and restrictions, including with respect to confidentiality and non-disparagement.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety to the full text of the Separation Agreement, which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Appointment of Craig Snyder as President and Entry into Amended and Restated Employment Agreement
On August 15, 2022, the Board appointed Craig Snyder, previously the Company’s Chief Commercial Officer, as President. Mr. Snyder has served as the Chief Commercial Officer of the Company since March 2022.
On August 15, 2022, the Company entered into an amended and restated employment agreement (the “Amended Employment Agreement”) with Mr. Snyder. In connection with his entry into the Amended Employment Agreement, Mr. Snyder’s prior employment agreement with the Company was terminated.
The Amended Employment Agreement provides for a term of two (2) years commencing on August 15, 2022 (the “Initial Employment Period”), during which time Mr. Snyder will serve as President. If Mr. Snyder’s employment continues following the expiration of the two-year term of the Amended Employment Agreement, the term of the Amended Employment Agreement shall automatically be extended for successive one-year periods (the “Extended Employment Period” and together with the Initial Employment Period, the “Employment Term”) unless either party gives written notice of termination not less than 60 days prior to the termination of the then-current term. Pursuant to the Employment Agreements, Mr. Snyder will be paid a base salary of $325,000, subject to annual review by the Compensation Committee of the Board (the “Compensation Committee”). Mr. Snyder will also be eligible to receive an annual bonus based upon the attainment of one or more pre-established performance goals or other established criteria set by the Board or the Compensation Committee. Mr. Snyder is eligible to receive an annual bonus in an amount up to 60% of his base salary. Mr. Snyder will also continue to be eligible to receive equity and other long-term incentive awards under any applicable plan adopted by the Company during the term of his employment. In the sole discretion of the Compensation Committee, Mr. Snyder’s bonus may be paid in cash or in equity awards.
Pursuant to the Amended Employment Agreement, Mr. Snyder is terminable by the Company at any time (i) without cause (as defined in the Amended Employment Agreement and summarized below), (ii) for cause, (ii) in the event of his death, or (ii) in the event of his disability that cannot be accommodated under the requirements of law. Mr. Snyder may terminate the Amended Employment Agreement for any reason.
If the Amended Employment Agreement is terminated by the Company without cause, Mr. Snyder is entitled to receive his base salary to the date of termination, any bonus that has accrued but is unpaid as of the date of termination and any reimbursable expenses not yet reimbursed as of such date, in addition to the receipt of outplacement services at the Company’s expense, provided that the cost of such services shall not exceed $20,000 or continue for longer than 3 months. If terminated without cause, Mr. Snyder is also entitled to severance equal to 6 months of his base salary in effect on the date of termination.
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In addition, if terminated without cause, Mr. Snyder is entitled to a cash payment equal to the applicable COBRA premium payments that would be payable by Mr. Snyder to continue his Company-provided healthcare services for himself and any dependents (the “Company Healthcare Plan”) covered at the time of termination (collectively, the “COBRA Payment”). If terminated without cause, Mr. Snyder is entitled a COBRA Payment equal to 6 months of coverage under the Company Healthcare Plan.
If the Amended Employment Agreement is terminated by Company (i) for cause, (ii) in the event of Mr. Snyder’s death, or (iii) in the event of his disability that cannot be accommodated under the requirements of law, or if Mr. Snyder terminates the Amended Employment Agreement for any reason, Mr. Snyder is entitled to receive his base salary to the date of termination, any bonus that has accrued but is unpaid as of the date of termination and any reimbursable expenses not yet reimbursed as of such date.
Pursuant to the terms of the Amended Employment Agreement, “cause” means: (i) the conviction of Mr. Snyder of the commission of a felony or other crime involving moral turpitude (including pleading guilty or no contest to such crime), whether or not such felony or other crime was committed in connection with the business of the Company Group (as defined in the Amended Employment Agreement); (ii) the commission of any act or omission involving willful misconduct, moral turpitude, misappropriation, embezzlement, dishonesty, or fraud in connection with the performance of the Executive Officer’s duties and responsibilities hereunder; (iii) reporting to work under the influence of alcohol or illegal drugs, or other conduct causing the Company Group public disgrace or disrepute, whether in conjunction with the performance of Mr. Snyder’s duties on behalf of the Company Group or otherwise; (iv) willful failure or refusal to perform material duties and responsibilities as reasonably directed by the Chief Executive Officer or Board; (v) any act or omission deliberately aiding or abetting a competitor of the Company Group to the disadvantage or detriment of the Company Group; (vi) breach of any applicable fiduciary duty to the Company Group; or (vii) any other material breach of the Amended Employment Agreement.
Mr. Snyder has agreed that during the Employment Term he will not engage, directly or indirectly, as a partner, officer, director, stockholder (other than as the passive holder of less than 2% of the outstanding stock of a publicly-traded corporation), member, manager, consultant, advisor, investor, creditor or employee with a company that engages in a similar business as the Company, except on behalf of the Company or with the prior written approval of the Chief Executive Officer or Board.
The foregoing description of the Amended Employment Agreement does not purport to be complete and is qualified in its entirety to the full text of the Amended Employment Agreement, which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
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ITEM 6. EXHIBITS
Exhibit Number Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Greenlane Holdings, Inc., effective August 9, 2022 (Incorporated by reference to Exhibit 3.1 to Greenlane's Current Report on Form 8-K, filed on August 4, 2022).
4.1 Form of June 27, 2022 Standard Warrant (Incorporated by reference to Exhibit 4 .1 to Greenlane's Current Report on Form 8-K, filed on June 28 , 2022).
4.2 Form of June 27, 2022 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane ’s Current Report on Form 8-K, filed June 28 , 2022).
10. 1
Form of June 27, 2022 Securities Purchase Agreement (Incorporated by reference to Exhibit 10. 1 to Greenlane’s Current Report on Form 8-K, filed June 28 , 2022).
10.2 Placement Agency Agreement, dated June 27, 2022 (I ncorporated by reference to Exhibit 10.2 t o Greenlane's Cu rrent Report on For m 8-K, filed June 28, 2022).
10.3 Membership Interest Purchase Agreement, dated as of July 19, 2022, by and among Warehouse Goods LLC and Portofino Partners LLC (Incorporated by ref erence to Exhibit 10.1 to Greenlane's Current Report on Form 8-K, fi led July 19, 2022).
10.4*†
Separation and General Release Agreement by and between Warehouse Goods LLC and Rodrigo de Oliveira, dated as of August 12, 2022.
10.5*†
Amended and Restated Employment Agreement Employment Agreement by and between Warehouse Goods LLC and Craig Snyder, dated as of August 15, 2022.
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101* The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, were formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Stockholders’ Equity, and (iv) Condensed Consolidated Statements of Cash Flows. The instance document does not appear in the Interactive Data File because its XBRL tags are imbedded within the Inline XBRL document.
104* Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL
______________________________________________
* Filed herewith.
† Indicates a management contract or compensatory plan or arrangement.
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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.
GREENLANE HOLDINGS, INC.
Date: August 15, 2022 By: /s/ Darshan Dahya
Darshan Dahya
Chief Accounting Officer
(Principal Financial and Accounting Officer)
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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.