Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Lana Reeve as Chief Financial and Legal Officer
On December 6, 2022, the board of directors (the "Board") of Greenlane Holdings,
Inc. (the "Company") appointed Lana Reeve as the Company's Chief Financial and
Legal Officer, effective December 6, 2022.
Ms. Reeve brings over 25 years of experience in senior legal and finance roles
at both large and small and public and private companies. Ms. Reeve has served
as President and Chief Legal Officer at Authentys, Inc. since July 2018, and
previously served as Senior Vice President, Legal M&A at RealPage, Inc., and
Executive Vice President, Finance and Legal, and Chief Legal Officer at NWP
Services Corporation. Ms. Reeve received her J.D. from Santa Clara University
School of Law and her B.S. in business and finance from San Jose State
University.
Neither Ms. Reeve nor any member of her immediate family has or had a direct or
indirect interest in any transaction in which the Company or any of its
subsidiaries is or was a participant that would be required to be disclosed
under Item 404(a) of Regulation S-K. The Company has entered into an
indemnification agreement with Ms. Reeve in connection with her appointment as
Chief Financial and Legal Officer, which is in substantially the same form as
that entered into with the other executive officers and directors of the
Company.
Entry into Employment Agreement with Ms. Reeve
On December 6, 2022, the Company entered into an employment agreement (the
"Employment Agreement") with Ms. Reeve.
The Employment Agreement provides for a term of one (1) year commencing on
December 6, 2022 (the "Initial Employment Period"), during which time Ms. Reeve
will serve as Chief Financial and Legal Officer. If Ms. Reeve's employment
continues following the expiration of the one-year term of the Employment
Agreement, the term of the Employment Agreement shall automatically be extended
for successive one-year periods (the "Extended Employment Period" and together
with the Initial Employment Period, the "Employment Term") unless either party
gives written notice of termination not less than 60 days prior to the
termination of the then-current term. Pursuant to the Employment Agreement, Ms.
Reeve will be paid a base salary of $250,000, subject to annual review by the
Compensation Committee of the Board (the "Compensation Committee"). Ms. Reeve
will also be eligible to receive an annual bonus based upon the attainment of
one or more pre-established performance goals or other established criteria set
by the Board or the Compensation Committee. Ms. Reeve is eligible to receive an
annual bonus in an amount up to 60% of her base salary. Ms. Reeve will also be
eligible to receive equity and other long-term incentive awards under any
applicable plan adopted by the Company during the term of her employment. In the
sole discretion of the Compensation Committee, Ms. Reeve's bonus may be paid in
cash or in equity awards. Pursuant to the terms of the Employment Agreement the
Compensation Committee approved a grant of 50,000 restricted shares of the
Company's Class A common stock, par value $0.01 per share ("RSAs"), as a
material inducement to employment in accordance with Nasdaq Listing Rule
5635(c)(4). The RSAs will vest in two equal installments starting on the six (6)
month and one (1) year anniversary of the date of grant, subject to Ms. Reeve's
continued service with the Company through the applicable vesting dates.
Pursuant to the Employment Agreement, Ms. Reeve is terminable by the Company at
any time (i) without cause (as defined in the Employment Agreement and
summarized below), (ii) for cause, (ii) in the event of her death, or (ii) in
the event of her disability that cannot be accommodated under the requirements
of law. Ms. Reeve may terminate the Employment Agreement for any reason.
If the Employment Agreement is terminated by the Company without cause, Ms.
Reeve is entitled to receive her base salary to the date of termination, any
bonus that has accrued but is unpaid as of the date of termination and any
reimbursable expenses not yet reimbursed as of such date. If terminated without
cause, Ms. Reeve is also entitled to severance equal to four (4) months of her
base salary in effect on the date of termination.
In addition, if terminated without cause, Ms. Reeve is entitled to a cash
payment equal to the applicable COBRA premium payments that would be payable by
Ms. Reeve to continue her Company-provided healthcare services for herself and
any dependents (the "Company Healthcare Plan") covered at the time of
termination (collectively, the "COBRA Payment"). If terminated without cause,
Ms. Reeve is entitled a COBRA Payment equal to four (4) months of coverage under
the Company Healthcare Plan.
If the Employment Agreement is terminated by Company (i) for cause, (ii) in the
event of Ms. Reeve's death, or (iii) in the event of her disability that cannot
be accommodated under the requirements of law, or if Ms. Reeve terminates the
Employment Agreement for any reason, Ms. Reeve is entitled to receive her base
salary to the date of termination, any bonus that has accrued but is unpaid as
of the date of termination and any reimbursable expenses not yet reimbursed as
of such date.
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Pursuant to the terms of the Employment Agreement, "cause" means: (i) the
conviction of Ms. Reeve of the commission of a felony or other crime involving
moral turpitude (including pleading guilty or no contest to such crime), whether
or not such felony or other crime was committed in connection with the business
of the Company Group (as defined in the Employment Agreement); (ii) the
commission of any act or omission involving willful misconduct, moral turpitude,
misappropriation, embezzlement, dishonesty, or fraud in connection with the
performance of the Executive Officer's duties and responsibilities hereunder;
(iii) reporting to work under the influence of alcohol or illegal drugs, or
other conduct causing the Company Group public disgrace or disrepute, whether in
conjunction with the performance of Ms. Reeve's duties on behalf of the Company
Group or otherwise; (iv) willful failure or refusal to perform material duties
and responsibilities as reasonably directed by the Chief Executive Officer or
Board; (v) any act or omission deliberately aiding or abetting a competitor of
the Company Group to the disadvantage or detriment of the Company Group; (vi)
breach of any applicable fiduciary duty to the Company Group; or (vii) any other
material breach of the Employment Agreement.
Ms. Reeve has agreed that during the Employment Term she will not engage,
directly or indirectly, as a partner, officer, director, stockholder (other than
as the passive holder of less than 2% of the outstanding stock of a
publicly-traded corporation), member, manager, consultant, advisor, investor,
creditor or employee with a company that engages in a similar business as the
Company, except on behalf of the Company or with the prior written approval of
the Chief Executive Officer or Board.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety to the full text of the Employment
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1* Employment Agreement by and between Warehouse Goods LLC and Lana Reeve,
dated as of December 6, 2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101)
* Furnished herewith.
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