GREENROSE HOLDING CO INC. : Change of Directors or Principal Officers, Financial Statements and Schedules (Form 8-K)

Item 5.02. Departure of directors or certain managers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

Resignation of Scott J. Cohen as CFO

As previously reported with the filing of the 8-K report on July 20, 2022on
July 14, 2022, Scott J. Cohen resigned from his position as Chief Financial Officer of Greenrose Holding Inc. (the “Company”), to pursue other opportunities. At Mr. Cohen’s the resignation did not result from a disagreement with the Company or the Board of Directors in accounting matters. Following his resignation, his employment with the Company ended on July 28, 2022.

Moreover, on July 22, 2022in connection with Mr Cohen‘ resignation, Mr Cohen and the Company have entered into a settlement and release agreement (the “Separation Agreement”), pursuant to which Mr Cohen will be entitled to receive an “equity award” of 50,000 fully vested options pursuant to the Company’s 2021 Equity Incentive Plan (the “Equity Plan”), which has been filed with the United States Securities and Exchange Commissionon October 5, 2021as Annex G of the Greenrose Acquisition Corp. Definitive proxy statement on Schedule 14A. The separation agreement provides that neither Mr Cohen nor does the Company admit any wrongdoing and that the Equity Grant Award and other terms of the Separation Agreement are considered for the comprehensive resolution of all claims, if any, between the parties and that the The Separation Agreement does not exclude certain claims and rights, including (i) any claim that cannot be waived by applicable law, (ii) any right Mr Cohen may have to file, cooperate with, or participate in any proceeding before the EEOC or similar state agency (however waiving any right to recover any damages or awards in connection with any such proceeding), and (iii) any monetary reward for any protected provision of information to any federal, state, or local government agency under any so-called “whistleblower” laws.

The meeting of Bernard Wang as CFO

On July 25, 2022Mr. Bernard Wang was appointed as the new Chief Financial Officer of the Company, with a start date August 8, 2022. Mr Wang54, is a senior finance and accounting professional with over twenty-five years of experience, including relevant industry experience, and a track record of helping businesses strengthen their internal controls , their accounting policies and procedures, and in performing tasks related to ERP systems conversion, technical accounting and public filings. Mr Wang Has held various CFO positions at publicly traded companies, private equity-backed technology, and healthcare companies, helping navigate transitions between different phases of business and fundraising efforts. funds of these companies. Before joining the Company, Mr Wang served as Acting Corporate Controller and Chief Accounting Officer at Fat Brands Inc. (NASDAQ: FAT) since December 2021 at August 5, 2022. Previously, he was a controller and vice president of finance at Canndescent/Fiore Management of July 2019 at December 2021Acting Controller and Vice President of Finance at Sony New Media Solutions June 2017 at July 2019Director of Accounting Operations at Vubiquity Inc. of
September 2015 at May 2017. Moreover, from October 1996 at September 2015, Mr Wang Has held a number of finance and accounting positions, advancing his accounting and auditing skills on behalf of public and private companies around the world California. Mr Wang earned a Bachelor of Arts in Economics and a Bachelor of Science in Accounting from California State University, NorthridgeSchool of Business Administration and Economics. Mr Wang is an active member of the California accounting advice, California CPA Society and American Institute of Chartered Accountants.


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On July 25, 2022in connection with his appointment as Chief Financial Officer, the Company and Mr Wang entered into an employment contract (the “Wang Employment Contract”), under which Mr Wang is entitled to receive a base salary of $375,000 per year (the “Base Salary”) (subject to review and adjustment for increase by the Compensation Committee at least annually), which salary will initially be reduced by $47,000 per year until the recreational cannabis market in the Connecticut State is open, this reduction must be paid within three months. In addition, Mr Wang will be eligible to receive, subject to the approval of the Board of Directors of the Company or a committee thereof, an annual short-term incentive performance bonus of 50% of his base salary earned during the performance period, including any retroactive salary adjustment during the same exercise-related performance period (the “Target Award”), payable in US dollars, with a payout range of 0 to 2x the Target Award in dependent on the achievement of certain jointly developed financial, operational, strategic and individual performance objectives which will be provided by the Remuneration Committee (the “STI”). Subject to the approval of the Board of Directors of the Company, Mr Wang will also receive a grant of 175,850 stock options to purchase common shares of the Company (the “Optional Shares”) to be issued pursuant to and subject to the terms and conditions of the 2021 Stock Incentive Plan of the Company (filed with the United States Securities and Exchange Commissionon October 5, 2021as Annex G of the
Greenrose Acquisition Corp. Definitive Proxy Statement in Schedule 14A) and (i) the exercise price of the optional shares will be the quoted market value of the share at the close of business on the effective date or trading day immediately following the effective date; (ii) 25% of his option shares will vest immediately on the effective date; (iii) the remaining 75% of his Option Shares will vest in twenty-four (24) months in equal installments commencing on the sixth (6) month anniversary of the Effective Date; and (iv) he may exercise all or part of his Option Shares for a period of fifteen (15) years after the Effective Date.

In addition to base salary, any bonus and stock options, Mr Wang shall have the right to seek health and insurance benefits, if any, available to all similarly situated eligible employees in accordance with applicable Company policy and applicable plan.

According to Wang’s employment agreement, At Mr. Wang’s employment is “at will”, which means that the Company or Mr Wang can terminate At Mr. Wang’s employment at any time for any reason or no reason, with or without cause. In the case where Mr Wang chooses to terminate his employment with the Company for cause or if the Company elects to terminate his employment without cause, he shall be entitled to receive a lump sum payment equal to twelve (12) months of his salary of base and his (1x) target bonus, subject to a pro rata reduction according to the date of termination of employment, if applicable and according to the achievement of the STI then established, all the option shares granted and outstanding will vest, and if he elects continued coverage under the Company’s medical plan in accordance with COBRA, the Company will reimburse him for a portion of his COBRA premiums, as further detailed in Wang’s employment agreement. In the case where Mr Wang decides to terminate his employment with the Company other than for cause, he shall be entitled to receive any accrued unpaid base salary and any reimbursement of unpaid expenses incurred up to the date specified in the written notice of termination. In the event that the Company terminates his employment for cause, Mr Wang shall be entitled to receive any accrued unpaid base salary and any reimbursement of unpaid expenses incurred up to the date of termination, subject to your continued compliance with the applicable terms and conditions of this Agreement and Company policies and the return of all company assets and files. In the event At Mr. Wang’s employment terminates as a result of his death, he shall be entitled to receive any unpaid base salary accrued up to the date of death, and all reimbursements of outstanding expenses incurred up to the date of death and his estate will be entitled to receive payments under any applicable life insurance plan (other than key man life insurance, if any, in favor of the Company) or disability insurance which is duly payable and has not been paid to a beneficiary under such plans.

There is no arrangement or understanding between Mr Wang and any other person under whom Mr Wang was appointed Chief Financial Officer. There are no family relations between Mr Wang and any director, executive officer or person designated or chosen by the Company to become a director or executive officer. Mr Wang has not entered into any related person transaction required to be disclosed under Regulation SK Section 404(a) under the Securities Exchange Act of 1934, as amended.


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The foregoing description of the Wang Employment Agreement and the Cohen Separation Agreement is a summary only and is qualified in its entirety by reference to the full text of those agreements, which are filed as Exhibits 10.1 and 10.2, respectively, of this current report on Form 8-K and are incorporated by reference into this Section 5.02.

Item 9.01 Financial statements and supporting documents.



(d) Exhibits.



Exhibit
Number
10.01       Employment Agreement, dated as of July 25, 2022, by and between The
          Greenrose Holding Company Inc. and Bernard Wang.
10.02       Settlement Agreement and Release, dated as of July 22, 2022, by and
          between The Greenrose Holding Company Inc. and Scott J. Cohen.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)




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