Item 1.01. Entry into a Material Definitive Agreement.
The disclosures in Item 5.02 of this Current Report on Form 8-K are incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales of
The disclosures in Item 5.02 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02. The issuances described in Item 5.02 are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), in reliance upon exemptions from the registration requirements of the Act in transactions not involving a public offering.
Item. 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Employment Agreements
Employment Agreement with
On
The Employment Agreement can be terminated by
The Company can also terminate the Employment Agreement for "Cause" as such term
is defined in the Employment Agreement, and if that occurs, no sums will be
payable by the Company except for: (i) any unpaid base salary through the date
of termination, (ii) reimbursement for any expenses for which the Mr. Lehoux had
not been reimbursed and (iii) only if the act of "Cause" does not constitute
willful misconduct, disobedience or willful neglect of duty that is not trivial
and has not been condoned by the Company, any other amount due under the
Employment Agreement for termination pay or severance pay. The Company can also
terminate the Employment Agreement without "Cause" at any time. Pursuant to the
Employment Agreement, in connection with the sale of the Company or any other
transaction constituting a "Change in Control" as such term is defined in the
Employment Agreement or a strategic transaction, the Company may, but will not
be obligated, to provide
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"Good Reason" is defined under the Employment Agreement as a material diminution
in the base salary, excluding reductions (totaling no more than 20% in the
aggregate) generally applicable to all senior executives provided, however, that
such exclusion does not apply if the material diminution in occurs within 60
days prior to the consummation of a "Change in Control" that was already under
consideration when the notice of the occurrence of the event alleging "Good
Reason" was made or 12 months thereafter. "Cause" is defined under the
Employment Agreement as (i) an intentional tort (excluding any tort relating to
a motor vehicle) which causes substantial loss, damage or injury to the property
or reputation of the Company or its subsidiaries (ii) continued or repeated
gross neglect of
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 hereto and incorporated by reference herein.
Employment Agreement with
On
The Payne Employment Agreement can be terminated by
The Company can also terminate the Payne Employment Agreement for "Cause" as
such term is defined in the Payne Employment Agreement, and if that occurs, no
sums will be payable by the Company except for: (i) any unpaid base salary
through the date of termination, (ii) reimbursement for any expenses for which
the Mr. Payne had not been reimbursed and (iii) only if the act of "Cause" does
not constitute willful misconduct, disobedience or willful neglect of duty that
is not trivial and has not been condoned by the Company, any other amount due
under the Payne Employment Agreement for termination pay or severance pay. The
Company can also terminate the Payne Employment Agreement without "Cause" at any
time. Pursuant to the Payne Employment Agreement, in connection with the sale of
the Company or any other transaction constituting a "Change in Control" as such
term is defined in the Payne Employment Agreement or a strategic transaction,
the Company may, but will not be obligated, to provide
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"Good Reason" is defined under the Payne Employment Agreement as a material
diminution in the base salary, excluding reductions (totaling no more than 20%
in the aggregate) generally applicable to all senior executives provided,
however, that such exclusion does not apply if the material diminution in occurs
within 60 days prior to the consummation of a "Change in Control" that was
already under consideration when the notice of the occurrence of the event
alleging "Good Reason" was made or 12 months thereafter. "Cause" is defined
under the Payne Employment Agreement as (i) an intentional tort (excluding any
tort relating to a motor vehicle) which causes substantial loss, damage or
injury to the property or reputation of the Company or its subsidiaries (ii)
continued or repeated gross neglect of
The foregoing description of the Payne Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Payne Employment Agreement, a copy of which is filed herewith as Exhibit 10.2 hereto and incorporated by reference herein.
Restricted Stock Agreements
Restricted Stock Agreement with
On
? 200,000 of the Restricted Shares are to vest on the grant date ofAugust 29, 2022 (the "Grant Date"); ? The remaining 1,800,000 of the Restricted Shares are to vest over a three (3) year period with one-thirty-sixth (1/36th) or 50,000 of the number of Restricted Shares vesting on the one (1) month anniversary of the Grant Date and an additional one-thirty-sixth (1/36th) or 50,000 of the number of Restricted Shares vesting at the end of each one (1) month anniversary thereafter (each a "Vesting Date"), provided thatMr. Lehoux continues to be an employee of the Company in good standing, as of the applicable Vesting Date, such that one hundred percent (100%) of the Restricted Shares will have vested on the third (3rd) anniversary of the Grant Date.
Notwithstanding the foregoing, the Restricted Shares shall become immediately vested upon a change of control of the Company. The description of the RSA does not purport to be complete and is qualified in its entirety by the full text of the RSA, a copy of which is filed herewith as Exhibit 10.3 hereto and is incorporated by reference herein.
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Restricted Stock Agreement with
On
? 840,000 of the Restricted Shares are to vest on the grant date ofAugust 29, 2022 (the "Grant Date"); ? The remaining 2,160,000 of the Restricted Shares are to vest over a three (3) year period with one-thirty-sixth (1/36th) or 60,000 of the number of Restricted Shares vesting on the one (1) month anniversary of the Grant Date and an additional one-thirty-sixth (1/36th) or 60,000 of the number of Restricted Shares vesting at the end of each one (1) month anniversary thereafter (each a "Vesting Date"), provided thatMr. Payne continues to be an employee of the Company in good standing, as of the applicable Vesting Date, such that one hundred percent (100%) of the Restricted Shares will have vested on the third (3rd) anniversary of the Grant Date.
Notwithstanding the foregoing, the Restricted Shares shall become immediately vested upon a change of control of the Company. The description of the Payne RSA does not purport to be complete and is qualified in its entirety by the full text of the Payne RSA, a copy of which is filed herewith as Exhibit 10.4 hereto and is incorporated by reference herein.
Restricted Stock Agreement with
On
? 70,000 of the Restricted Shares are to vest on the grant date of
2022 (the "Grant Date");
? The remaining 180,000 of the Restricted Shares are to vest over a three (3)
year period with one-thirty-sixth (1/36th) or 5,000 of the number of
Restricted Shares vesting on the one (1) month anniversary of the Grant Date
and an additional one-thirty-sixth (1/36th) or 5,000 of the number of
Restricted Shares vesting at the end of each one (1) month anniversary
thereafter (each a "Vesting Date"), provided that
be an employee of the Company in good standing, as of the applicable Vesting . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Exhibit No. Description 10.1*† Executive Employment Agreement betweenCEN Biotech, Inc. andLawrence Lehoux datedAugust 26, 2022 . 10.2*† Executive Employment Agreement betweenCEN Biotech, Inc. and Brian S. Payne datedAugust 26, 2022 . 10.3*† Restricted Stock Agreement betweenCEN Biotech, Inc. andLawrence Lehoux datedAugust 29, 2022 . 10.4*† Restricted Stock Agreement betweenCEN Biotech, Inc. and Brian S. Payne datedAugust 29, 2022 . 10.5*† Restricted Stock Agreement betweenCEN Biotech, Inc. andDonald Strilchuck datedAugust 29, 2022 . 10.6*† Restricted Stock Agreement betweenCEN Biotech, Inc. andGeorge Dragicevic datedAugust 29, 2022 . 10.7*† Restricted Stock Agreement betweenCEN Biotech, Inc. andHarold Andre Aubrey de Lavenu datedAugust 29, 2022 . 10.8*† Restricted Stock Agreement betweenCEN Biotech, Inc. andJeffrey Thomas datedAugust 29, 2022 . 10.9*† Restricted Stock Agreement betweenCEN Biotech, Inc. and Josef Tukacs datedAugust 29, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Filed herewith.
† Includes management contracts and compensation plans and arrangements
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