Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 2, 2021, Parker Mitchell was terminated as the Chief Executive Officer
of THC Therapeutics, Inc. (the "Company"), and Brandon Romanek was appointed as
the Company's Chief Executive Officer. Mr. Romanek, age 46, has been the
Company's President, Chief Financial Officer, Secretary and Director, since
January 12, 2017, and was the Company's Chief Executive Officer from January 12,
2017, until December 11, 2020.
Mr. Romanek's employment agreement, a copy of which has been filed as Exhibit
10.6 to the Company's recent periodic reports and is incorporated by reference
herein, remains in effect. In accordance with the employment agreement, Mr.
Romanek provides services to the Company in exchange for $178,000 per year plus
vacation and bonuses as approved annually by the board of directors, as well as
reimbursement of expenses incurred. Pursuant to the employment agreement, Mr.
Romanek's employment can be terminated by either the Company or Mr. Romanek at
any time, but if the Company terminates Mr. Romanek for a reason other than
total disability or "Cause" or if Mr. Romanek terminates his employment for
"Good Reason" in the absence of Cause, then the Company is obligated to pay Mr.
Romanek (i) a severance payment equal to 18 months' salary plus one years'
incentive compensation bonus, and (ii) a pro rata portion of the bonus that Mr.
Romanek would have received for the portion of the year that Mr. Romanek was
employed, and any unvested equity compensation awards will immediately vest.
"Cause" is generally defined as (i) willful failure to perform material duties,
(ii) willful and gross misconduct, (iii) conviction or plea of no contest to the
commission of a felony or any misdemeanor that is a crime of moral turpitude,
(iv) breach of the non-competition, non-solicitation or confidentiality
covenants in the employment agreement, or (v) any other willful act having the
intended effect of injuring the reputation, business or business relationships
of the Company or its affiliates. "Good Reason" is generally defined as a (i) a
material reduction in the employee's base salary or a material reduction in
annual incentive compensation opportunity, in each case other than any isolated
or inadvertent failure by Company that is not in bad faith and is cured within
30 business days after the employee gives Company notice of such event, (ii) a
material diminution the employee's title, duties and responsibilities, other
than any isolated or inadvertent failure by Company that is not in bad faith and
is cured within 30 business days after the employee gives Company notice of such
event, (iii) a transfer of the employee's primary workplace by more than 50
miles from his current workplace, or (iv) the failure of a successor to the
Company to have assumed the employment agreement obligations in connection with
any sale of the business. If there is a change of control of the Company
(generally defined as the sale or other disposition of substantially all of the
Company's property, assets or business or a merger or similar transaction with
another entity in which more than 50% of the voting power of the Company is
disposed of), Mr. Romanek will have the option to terminate his employment, and
such termination will be considered a termination by the Company for reasons
other than Cause (meaning that Mr. Romanek would be entitled to the severance
and prorated bonus described above, and any unvested equity compensation awards
would immediately vest). As disclosed in the Company's prior Annual Reports on
Form 10-K, the Company has leased office and living space from Mr. Romanek for
$3,500/month for several years, and the Company currently leases approximately
2,000 square feet of approximately 5,000 square feet of mixed-use office and
living space from Mr. Romanek for $3,500/month, including utilities.
The foregoing description of the employment agreement, which does not purport to
be complete, is qualified in its entirety by reference to the employment
agreement, which is filed as Exhibit 10.6 hereto, and incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this
report:
10.6 Amended Employment Agreement with Brandon Romanek February 1, 2019
(incorporated by reference to Form 10/A filed on August 22, 2019, File
No. 000-55994; Exhibit 10.4 thereto)
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