GRWG Growgeneration Corporation

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 12, 2022, Jeffrey Lasher, Chief Financial Officer of GrowGeneration Corp. (the “Company”), resigned as Chief Financial Officer, and, effective August 12, 2022, Gregory Sanders has been appointed Chief Financial Officer of the Company.

In connection with Mr. Lasher’s resignation from the Company, Mr. Lasher and the Company entered into a Separation Agreement (the “Separation Agreement”), pursuant to which Mr. Lasher will receive: (i) $253,513.32 cash severance, to be paid in equal installments over a period of six months following the separation date; (ii) 10,000 shares of common stock as of October 12, 2022; and (iii) 20,000 shares of common stock as of December 15, 2022. The Separation Agreement also includes a mutual release of claims, transition assistance, and compliance with restrictive covenants.

A copy of the Separation Agreement is filed herewith as Exhibit 10.1.

Mr. Sanders served as Vice President, Corporate Controller at the Company from 2021 to present and was Corporate Controller at the Company from 2018 to 2021. Prior to Mr. Sander’s employment at the Company, he was Director of Accounting and Finance at Machol & Johannes, LLC from 2015 to 2018. Mr. Sanders was an accounting manager at Arrow electronics from 2014 to 2015 and held various roles, including accountant, senior accountant and accounting manager, at Enterprise Holdings from 2008 to 2014. Mr. Sanders is a graduate of the University of Minnesota.

There are no arrangements or understandings between Mr. Sanders and any other persons pursuant to which Mr. Sanders will be named to this position with the Company. Mr. Sanders does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Sanders has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.

In connection with Mr. Sanders’ appointment as Chief Financial Officer, Mr. Sanders and the Company entered into a three-year employment agreement (the “Sanders Employment Agreement”), pursuant to which the Company agreed to pay Mr. Sanders (i) a base salary of $325,000 per year, increasing 10% each year; (ii) a minimum $50,000 cash bonus in respect of calendar year 2022, subject to continued employment through December 31, 2022; (iii) an annual performance cash bonus for future fiscal years based on performance metrics set by the Company, with a target amount of 50% and maximum amount of 100% of the then-current base salary; (iv) 90,000 restricted stock units, vesting in equal installments over three years on June 15 and December 15 during each year of the agreement term; and (v) an additional equity grant on each anniversary of the agreement term with substantially similar value to the initial grant, depending on the price of the Company’s common stock on the grant date compared to the date of the agreement. In addition, if the Company terminates Mr. Sanders’ employment without “Cause” (as defined in the agreement), Mr. Sanders will receive three months’ severance.

A copy of the Sanders Employment Agreement is filed herewith as Exhibit 10.2.