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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