Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 12, 2022, Jeffrey Lasher, Chief Financial Officer of
GrowGeneration Corp. (the "Company"), resigned as Chief Financial Officer, and,
effective August 12, 2022, Gregory Sanders has been appointed Chief Financial
Officer of the Company.
In connection with Mr. Lasher's resignation from the Company, Mr. Lasher and the
Company entered into a Separation Agreement (the "Separation Agreement"),
pursuant to which Mr. Lasher will receive: (i) $253,513.32 cash severance, to be
paid in equal installments over a period of six months following the separation
date; (ii) 10,000 shares of common stock as of October 12, 2022; and
(iii) 20,000 shares of common stock as of December 15, 2022. The Separation
Agreement also includes a mutual release of claims, transition assistance, and
compliance with restrictive covenants.
A copy of the Separation Agreement is filed herewith as Exhibit 10.1.
Mr. Sanders served as Vice President, Corporate Controller at the Company from
2021 to present and was Corporate Controller at the Company from 2018 to 2021.
Prior to Mr. Sander's employment at the Company, he was Director of Accounting
and Finance at Machol & Johannes, LLC from 2015 to 2018. Mr. Sanders was an
accounting manager at Arrow electronics from 2014 to 2015 and held various
roles, including accountant, senior accountant and accounting manager, at
Enterprise Holdings from 2008 to 2014. Mr. Sanders is a graduate of the
University of Minnesota.
There are no arrangements or understandings between Mr. Sanders and any other
persons pursuant to which Mr. Sanders will be named to this position with the
Company. Mr. Sanders does not have any family relationship with any of the
Company's directors or executive officers or any persons nominated or chosen by
the Company to be a director or executive officer. Mr. Sanders has no direct or
indirect material interest in any transaction or proposed transaction required
to be reported under Section 404(a) of Regulation S-K.
In connection with Mr. Sanders' appointment as Chief Financial Officer, Mr.
Sanders and the Company entered into a three-year employment agreement (the
"Sanders Employment Agreement"), pursuant to which the Company agreed to pay Mr.
Sanders (i) a base salary of $325,000 per year, increasing 10% each year; (ii) a
minimum $50,000 cash bonus in respect of calendar year 2022, subject to
continued employment through December 31, 2022; (iii) an annual performance cash
bonus for future fiscal years based on performance metrics set by the Company,
with a target amount of 50% and maximum amount of 100% of the then-current base
salary; (iv) 90,000 restricted stock units, vesting in equal installments over
three years on June 15 and December 15 during each year of the agreement term;
and (v) an additional equity grant on each anniversary of the agreement term
with substantially similar value to the initial grant, depending on the price of
the Company's common stock on the grant date compared to the date of the
agreement. In addition, if the Company terminates Mr. Sanders' employment
without "Cause" (as defined in the agreement), Mr. Sanders will receive three
months' severance.
A copy of the Sanders Employment Agreement is filed herewith as Exhibit 10.2.
Item 7.01. Regulation FD Disclosure
On August 12, the Company published a press release regarding the resignation of
Jeffery Lasher as Chief Financial Officer, the appointment of Gregory Sanders as
Chief Financial Officer, and the promotion of Stephen Kozey to General Counsel.
A copy of the press release is attached hereto as Exhibit 99.1. The information
contained in this Current Report on Form 8-K (including the exhibit) is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that Section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as otherwise expressly stated in such filing.
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Item 9.01. Financial Statements and Exhibits
(c) Exhibits [Update as necessary]
Exhibit No. Description
Separation Agreement, dated August 12, 2022, between GrowGeneration
Item 10.1 Corp. and Jeffrey Lasher.
Employment Agreement, dated August 12, 2022, between GrowGeneration
Item 10.2 Corp. and Gregory Sanders.
Item 99.1 Press Release, dated August 12, 2022
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
2© Edgar Online, source Glimpses
GROWGENERATION CORP. 
