Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 22, 2021, Tilray, Inc. (the "Company") and Andrew Pucher reached the
mutual decision to have Mr. Pucher step down as the Company's Chief Corporate
Development Officer, effective as of March 31, 2021.
Pursuant to an employment agreement by and between the Company and Mr. Pucher
(the "Employment Agreement"), Mr. Pucher will receive a severance payment equal
to 20 months his base salary and his target annual bonus which has been earned
but not yet paid, as then in effect, and accelerated vesting of the portion of
each outstanding equity incentive award that would have vested had Mr. Pucher
remained employed through the next vesting date prorated for his period of
employment during the vesting period within which Mr. Pucher's employment is
terminated. Mr. Pucher is also entitled to all additional contractual benefits
(including medical) for up to 20 months after termination. Upon a change in
control of the Company, all of Mr. Pucher's equity-based awards will vest in
full. Such severance payments are conditional on Mr. Pucher delivering, and not
revoking, in the form provided by the Company, a separation agreement including
general release of claims against the Company or its successor, its subsidiaries
and their respective directors, officers and stockholders and other related
parties and allowing such release to become effective.
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