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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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On February 21, 2018, the board of directors (the Board) of the Company appointed Joe Hodas, 47, as the Chief Operating Officer of the Company, with such appointment effective March 1, 2018.
Prior to his appointment as Chief Operating Officer of General Cannabis Corp., Mr. Hodas served as Principal of his consulting firm, CXjoe, LLC, where he assisted multiple early stage start-up companies in a shared executive role ranging from business development to operations and marketing. From January, 2014 until December 2017, Mr. Hodas was Chief Marketing Officer at Dixie Brands, Inc., where he was responsible for the overall brand development and national expansion of three brands including Dixie Elixirs and Edibles, Therabis and Aceso. Before joining Dixie Brands, Inc., Mr. Hodas served as Executive Vice President of Channels for Colorado marketing and advertising agency Vladimir Jones from December 2008 to January 2014. In that role, he managed a team of about 20 employees focused on all areas of paid, owned and earned media, while also helping grow the companys overall revenue. In addition, over the past decade Mr. Hodas has served in various leadership roles for well-regarded brands such as Smashburger, Quiznos and Frontier Airlines. Joe earned a Master of Sciences in Public Relations and Marketing from the University of Denver. He holds a Bachelor of Arts from The University of Texas at Austin. There are no reportable family relationships or related person transactions involving the Company and Mr. Hodas.
In connection with his appointment, on February 21, 2018, Mr. Hodas entered into an Employment Agreement with the Company (the Employment Agreement) pursuant to which, on February 21, 2018, he was granted options to purchase 300,000 shares of the Companys common stock, one-third of which vest each year on the anniversary date of such grant date, under the Companys 2014 Equity Incentive Plan (the Plan). The exercise price of the stock options is $x.xx, which was the closing price of the Companys common stock on February 21, 2018. Pursuant to the Employment Agreement, Mr. Hodas will also receive quarterly grants of options to purchase an additional 25,000 shares of the Companys common stock under the Plan each quarter during the term of his employment, beginning in the second quarter of 2018, with a vesting period of one year and an exercise price equal to the stock price on the date of grant.
Pursuant to the Employment Agreement, Mr. Hodass base salary will initially be $195,000 per annum, subject to increase in the Boards sole discretion, and Mr. Hodas will be eligible for an annual discretionary bonus based on his achievement of pre-established performance goals or other criteria as established by the Board in its sole discretion. The Employment Agreement provides that Mr. Hodass employment is at-will and not for any specified period and may be terminated by either Mr. Hodas or the Company at any time, with or without cause. Pursuant to the terms and conditions contained in the Employment Agreement, in the event of Mr. Hodass termination without cause, Mr. Hodas will be entitled to receive severance compensation in an amount equal to six months of his annual base salary at the time of such termination. The Employment Agreement contains standard confidentiality provisions as well as a non-competition restriction during the term of Mr. Hodass employment and for a period of six months thereafter. The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
A copy of the Companys press release announcing the appointment of Mr. Hodas is attached hereto as Exhibit 99.2 and is incorporated herein by reference.