Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 15, 2020, Cronos Group Inc. (the "Company") entered into a separation agreement with David Hsu (the "Hsu Agreement"), who resigned from his position as the Company's Chief Operating Officer effective as of the close of business on December 31, 2019 (the "Separation Date"). On January 17, 2020, the Company entered into a separation agreement with William Hilson (together with the Hsu Agreement, the "Separation Agreements"), who resigned from his position as the Company's Chief Commercial Officer effective on the Separation Date.

Each Separation Agreement provides for, among other things, the executive's general release of all claims against the Company and its affiliates and the executive's continuing obligations with certain covenants under his respective employment agreement with the Company, including agreements that he: (i) will not disclose or use any confidential information relating to the Company; (ii) will not solicit the Company's customers for a period of one year from the Separation Date; (iii) will not solicit the Company's employees for a period of two years from the Separation Date; (iv) will not compete with the Company and its business for a period of one year following the Separation Date; (v) will not disparage, defame or damage the goodwill of the Company or any of its affiliates, officers, directors, partners, agents, employees, clients or suppliers; and (vi) will cooperate with the Company in connection with any investigation, litigation, arbitration or regulatory proceeding regarding events that occurred during his tenure with the Company or its affiliates. The foregoing items are collectively referred to as the "Payment Requirements."

In exchange for the Payment Requirements, Mr. Hsu will receive cash severance in an aggregate amount equal to CAD$400,000 and Mr. Hilson will receive cash severance in an aggregate amount equal to CAD$167,500, less, in each case, applicable statutory deductions and withholdings, payable within 60 days after the Separation Date; and each executive will be entitled to subsidized life insurance, medical and dental benefits until the earlier of June 30, 2020 and the date on which such executive obtains alternate benefit coverage. Outstanding unvested Company options held by each executive as of the Separation Date vest on an accelerated basis as of the Separation Date, and each executive's vested options may be exercised, in accordance with the terms of the applicable award agreements, by the earlier of the date on which such options' original exercise term expires and June 30, 2020.

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