Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of November 30, 2021 (the "Resignation Date"), Xiuming Shum will
resign from the position of Executive Vice President, Legal and Regulatory
Affairs and Corporate Secretary, of Cronos Group Inc. ("Cronos Group").
In connection with Ms. Shum's resignation, Hortican Inc. ("Hortican") and Cronos
Group entered into a letter agreement with Ms. Shum (the "Letter Agreement") on
November 26, 2021. Under the Letter Agreement, Ms. Shum will resign from her
employment effective as of the Resignation Date. During the period from November
26, 2021 to the Resignation Date (such period, the "Transition Period"), Ms.
Shum will continue to perform her regular duties and responsibilities and will
be entitled to receive her current base salary. Following the Resignation Date,
subject to Ms. Shum's entering into a release of claims in favor of Cronos Group
and its affiliates and related entities, Ms. Shum will be entitled to (1) an
annual bonus of CAD $343,750 for Cronos Group's 2021 fiscal year, based on
target performance and prorated based on the number of complete months of the
fiscal year up to the Resignation Date, and (2) continued vesting and
exercisability of any outstanding and unvested equity awards in accordance with
the terms and conditions of the applicable award agreements, subject to Ms.
Shum's compliance with her post-employment obligations.
Effective immediately following the Resignation Date, Ms. Shum will provide
consulting services to Cronos Group until December 31, 2021, unless (i)
terminated earlier by either Ms. Shum or Hortican upon two weeks' prior notice,
or by Hortican for Cause (as defined in the Letter Agreement) at any time, or
(ii) extended by mutual agreement by Ms. Shum and Hortican (such period, the
"Consulting Period'). During the Consulting Period, Ms. Shum will be paid a
consulting fee equal to $31,250 per calendar month, will be available for
consultation as requested by Cronos Group and will dedicate up to 20 hours per
week to provide such consulting services.
Pursuant to the Letter Agreement, Ms. Shum is subject to an ongoing
non-disparagement provision, and the ongoing confidentiality and intellectual
property provisions, the non-competition and non-solicitation requirements
contained in the Executive Employment Agreement, effective May 21, 2019, by and
among Hortican, Ms. Shum and Cronos Group.
The foregoing description of the Letter Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Letter Agreement, dated as of November 26, 2021, between
Hortican Inc. , Cronos Group Inc. and Xiuming Shum .
104 Cover Page Interactive Data File
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