Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
Amendments to Amended and Restated Employment Agreements
.
On August 28, 2018, the Company entered into an amendment (an “
Amendment
”) to the amended and restated employment agreement, as amended (the “
Employment Agreement
”), with each of Brian Edgar, the Company’s Chairman, Timothy Barry, the Company’s Chief Executive Officer, and Sean Fallis, the Company’s Chief Financial Officer, effective as of August 1, 2018.
Brian Edgar
The Amendment entered into with Mr. Edgar revised the “Change of Control” definition to include transactions in which: (i) the Company consummates a consolidation or merger in which the shareholders of the Company immediately prior to the transaction own less than 80% of the outstanding voting power of the Company following the transaction, and (ii) the Company’s Chief Executive Officer resigns or is terminated as a result of such transaction.
The foregoing description of the Amendment to Mr. Edgar’s Employment Agreement is qualified in its entirety by reference to the Amendment to Amended and Restated Employment Agreement attached hereto as Exhibit 10.1, which is hereby incorporated by reference into this Item 5.02.
Timothy Barry
The Amendment entered into with Mr. Barry revised the “Change of Control” definition to expand the list of qualifying transactions, as described above. The Amendment also increased Mr. Barry’s base salary from CAD$216,000 to CAD$275,000.
The foregoing description of the Amendment to Mr. Barry’s Employment Agreement is qualified in its entirety by reference to the Amendment to Amended and Restated Employment Agreement attached hereto as Exhibit 10.2, which is hereby incorporated by reference into this Item 5.02.
Sean Fallis
The Amendment entered into with Mr. Barry revised the “Change of Control” definition to expand the list of qualifying transactions, as described above. The Amendment also increased Mr. Fallis’s base salary from CAD$180,000 to CAD$225,000.
The foregoing description of the Amendment to Mr. Fallis’s Employment Agreement is qualified in its entirety by reference to the Amendment to Amended and Restated Employment Agreement attached hereto as Exhibit 10.3, which is hereby incorporated by reference into this Item 5.02.