Employment Agreement dated September 26, 2023, by and between TILT Holdings Inc. and Tim Conder
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made effective as of September 26, 2023 (the “Effective Date”), by and between TILT Holdings Inc. (the “Company”), and Tim Conder (“Employee”). The Company and the Employee are each referred herein as a “Party” and collectively as the “Parties.”
The Company and Employee hereby agree as follows:
i. | December 31, 2023 Performance Bonus. Employee will receive a performance bonus (the “December 31, 2023 Performance Bonus”) with a target of USD $200,000, provided that Employee (i) has achieved, on or prior to December 31, 2023, those metrics set forth in Exhibit A, and (ii) is still employed by the Company under this Agreement as of the earlier of the date of payment or January 31, 2024. If some but not all of the metrics set forth in Exhibit A are achieved, Employee will receive that portion of the December 31, 2023 Performance Bonus as set forth in Exhibit A. Any December 31, 2023 Performance Bonus shall be payable on or before January 31, 2024, and shall be subject to applicable withholding and deductions. The determination of whether Employee has achieved the applicable metrics shall be in the reasonable good-faith discretion of the Board. |
ii. | June 30, 2024 Performance Bonus. Employee will receive a performance bonus (the “June 30, 2024 Performance Bonus”) with a target of USD $200,000, provided that Employee (i) has achieved, on or before June 30, 2024, the metrics set forth in Exhibit A, and (ii) is still |
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employed by the Company under this Agreement as of the earlier of the date of payment or June 30, 2024. If some but not all of the metrics set forth in Exhibit A are achieved, Employee shall be eligible to receive that portion of the June 30, 2024 Performance Bonus as set forth in Exhibit A. Any June 30, 2024 Performance Bonus shall be payable on or before July 31, 2024, and shall be subject to applicable withholding and deductions. The determination of whether Employee has achieved the applicable metrics shall be in the reasonable good-faith discretion of the Board. |
iii. | PSU Award. The Company shall grant (the “Initial Grant”) to Employee a total of two million (2,000,000) performance stock units (the “PSUs”). Up to one million (1,000,000) performance stock units of the PSUs of the Initial Grant shall vest in the portions set forth in Exhibit A on the first business day after December 31, 2023 (the “December 31, 2023 PSU Vesting”), provided that Employee (i) has achieved, as of December 31, 2023, the applicable metrics set forth in Exhibit A, and (ii) is still employed by the Company under this Agreement as of December 31, 2023. Up to one million (1,000,000) of the remaining PSUs of the Initial Grant shall vest in the portions set forth in Exhibit A on June 30, 2024 (the “June 30, 2024 PSU Vesting”) provided that Employee (i) has achieved, as of June 30, 2024, the applicable metrics set forth in Exhibit A, and (ii) is still employed by the Company as of June 30, 2024. The determination of whether Employee has achieved the applicable metrics shall be in the reasonable good-faith discretion of the Board. The Initial Grant shall be made pursuant to and in accordance with the terms and conditions of the Company’s Amended and Restated 2018 Stock and Incentive Plan (the “Plan”) and the Company’s form of award agreement for performance stock units (the “PSU Award Agreement”), which PSU Award Agreement shall reflect the terms and conditions of the Initial Grant set forth herein. Any portion of the PSUs from the Initial Grant that do not vest as set forth in this provision shall be forfeited in accordance with the terms and conditions of the Plan and the PSU Award Agreement. |
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8. | Payment at Termination. |
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i. | The Company will pay Employee the aggregate Severance Pay in equal installments through the remainder of the Term. The Severance Pay will be subject to applicable withholding and deductions and payable in accordance with the Company’s regular payroll policies and practices. The first installment of the Severance Pay shall be made on the first regular Company payroll date after the Release becomes effective, and in no event later than sixty (60) days following the date of termination, and shall include all previously accrued amounts. “Severance Pay” shall be the sum of – |
(A) | Employee’s Base Salary at the applicable rates through the scheduled end of the Term, and |
(B) | if Employee is terminated prior to payment of the December 31, 2023 Performance Bonus, to the extent that Employee has achieved any of the applicable metrics set forth in Exhibit A as of the date of termination, the corresponding portion of the December 31, 2023 Performance Bonus, and |
(C) | if Employee is terminated prior to the payment of the June 30, 2024 Performance Bonus, to the extent that Employee has achieved any of the applicable metrics set forth in Exhibit A as of the date of termination, the corresponding portion of the June 30, 2024 Performance Bonus. |
ii. | If Employee is terminated on or prior to December 31, 2023, to the extent that Employee has achieved any of the applicable metrics set forth in Exhibit A as of the date of termination, the corresponding portion of the December 31, 2023 PSU Vesting shall vest upon termination. If Employee is terminated after December 31, 2023, to the extent that Employee has achieved any of the applicable metrics set forth in Exhibit A as of the date of termination, the corresponding portion of the June 30, 2024 PSU Vesting shall vest upon termination. |
iii. | Provided that Employee is eligible and does elect to continue his coverage under the Company’s group medical plan pursuant to the federal to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or applicable state law, the Company will contribute toward (or reimburse Employee for) the employer-paid portion of the premiums for such continued coverage from the date of termination until the scheduled end of the Term (the “COBRA Continuation”). The |
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COBRA Continuation may end before the scheduled end of the Term upon the first to occur of the Employee’s death, the date the Employee becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Employee. To the extent the Employee elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. The Company’s obligations pursuant to this Section 8(b)(ii) are subject to the Company’s ability to comply with applicable law. |
9. | Restrictive Covenants. |
i. | Restricted Business means any business, organization, firm, company or other person anywhere in the continental United States and in Canada that competes with any business in which the Company or any Group Company engaged during the Term. |
ii. | Restricted Customer means any business, organization, firm, company or other person who, during the Term, was a material customer or material client of the Company or the Group or with whom the Company or the Group was involved in negotiations or material discussions with a view to such business, organization, firm, company or other person becoming a material customer or material client of the Company or Group. |
iii. | Restricted Employee means any person who was employed or engaged by the Company or the Group at any time during the Term. |
iv. | Restricted Supplier means any firm, company or other person who, during the Term, was a material supplier of goods and/or services to the Company or the Group or with whom the Company or the Group was involved in negotiations with a view to such firm, company or other person becoming a material supplier. |
v. | Termination Date means the date that Employee’s employment with the Company terminates for any reason. |
vi. | Restricted Period means the period beginning on the Termination Date and ending six (6) months following the Termination Date. |
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i. | solicit or endeavour to entice away from the Company or the Group a Restricted Customer or a Restricted Supplier with a view to providing goods or services to that Restricted Customer or receiving goods or |
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services from that Restricted Supplier in competition with the Restricted Business (as defined below); or |
ii. | seek to hinder or interfere with or do any act which you could reasonably expect to hinder or interfere with the Company or the Group’s business, custom or relationship or the terms thereof with any Restricted Customer or any Restricted Supplier; or |
iii. | employ or engage or offer employment to or otherwise endeavour to entice away from the Company or the Group any Restricted Employee whether or not such person would commit a breach of contract by reason of leaving the Company or the Group. |
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If to the Company:
TILT Holdings, Inc.
2801 E Camelback Rd Suite 180
Phoenix, AZ 85016
Attention: General Counsel Or ***@***
If to Employee:
To the address most recently on file in the payroll records of the Company
with a copy to (which shall not constitute notice):
Ryan Lowther, Esq.
Farella Braun + Martel LLP
One Bush Street, 9th Floor
San Francisco, California 94104
or to such other address as is specified in a notice complying with this Section, which notice will be deemed given in accordance with this Section.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered under seal as of the date first written above.
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/s/ Tim Conder
Tim Conder
TILT Holdings, Inc.
By: /s/ Arthur Smuck
Arthur Smuck, Chairman of the Board
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