UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) As reported by Tilray, Inc. (the “Company”) in its Current Report on Form 8-K dated October 15, 2020, Edward Wood Pastorius, Jr. stepped down as Chief Revenue Officer of the Company on October 8, 2020. Mr. Pastorius’s last day of employment with the Company will be November 15, 2020 (the “Termination Date”).
On October 21, 2020 (the “Effective Date”), the Company entered into a separation agreement and complete release with Mr. Pastorius (the “Separation Agreement”) specifying the terms of Mr. Pastorius’s termination of service with the Company.
Pursuant to the Separation Agreement, Mr. Pastorius will receive payment of Mr. Pastorius’s base salary and continued vesting of options and restricted stock units (“RSUs”) through the Termination Date. The Company also extended the period during which Mr. Pastorius may exercise any outstanding options that may vest between the Effective Date and the Termination Date to a period of six months from the date on which such options vest. In addition, the vesting of Mr. Pastorius’s unvested RSUs which are scheduled to vest on January 1, 2021 will accelerate such that the RSUs will become fully vested as of the Termination Date.
In addition, pursuant to the Separation Agreement, Mr. Pastorius is entitled to receive (a) severance payments equal to 18 months of his base salary and (b) COBRA benefits until the earlier of May 15, 2022 or the time when Mr. Pastorius is no longer eligible for continued coverage (the “Severance Payments”). The Severance Payments are conditional on Mr. Pastorius not revoking the Separation Agreement, which includes a 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.
The foregoing summary of the Separation Agreement is qualified by reference to the Separation Agreement, which is filed herewith as Exhibit 10.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 10.1 | Separation Agreement and Complete Release by and between Tilray, Inc. and Edward Wood Pastorius, Jr., dated October 21, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Tilray, Inc. | ||||||
| Date: October 27, 2020 |
By: |
/s/ Brendan Kennedy | ||||
| Brendan Kennedy | ||||||
| President and Chief Executive Officer | ||||||
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