EMPLOYMENT AGREEMENT
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Exhibit 10.75
This Employment Agreement (this “Agreement”) is entered into effective as of January 1, 2024 (the “Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”) and Xxxxxx Xxxxx, an individual residing in the State of Arizona (“Executive”) (collectively “Parties” or individually “Party”).
RECITALS
WHEREAS, the Company desires to continue Executive’s employment with the Company and to employ Executive as of the Effective Date as the Company’s Chief Executive Officer (“CEO”); and
WHEREAS, Executive desires to accept employment with the Company as the Company’s CEO effective as of the Effective Date; and
WHEREAS, the Company desires to have Executive continue as the Company interim Chief Financial Officer (“CFO”); and
WHEREAS, Executive desires to continue to serve as the Company’s interim CFO; and
WHEREAS, during Executive’s employment with the Company, Executive has been and will become acquainted with technical and nontechnical information which the Company has developed, acquired and uses, or which the Company has developed, acquired or used, or will develop, acquire or use, and which is commercially valuable to the Company and which the Company desires to protect, and Executive may contribute to such information through inventions, discoveries, improvements or otherwise; and
WHEREAS, Executive and the Company desire to memorialize the terms of Executive’s employment with the Company effective as of the Effective Date on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the employment of Executive by the Company, and further in consideration of the salary, wages or other compensation and benefits to be provided by the Company to Executive, and for additional mutual covenants and conditions, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive, intending legally to be bound, hereby agree as follows:
AGREEMENT
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In consideration of the above recitals and the mutual promises set forth in this Agreement, the Parties agree as follows:
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Notwithstanding the foregoing, Executive’s resignation will be treated as a resignation for Good Reason only if Executive provides notice in writing to the Company within thirty (30) days of the initial existence of one of the conditions described above (a “Good Reason Condition”), the Company fails to correct such Good Reason Condition within thirty (30) days of the Company’s receipt of the written notice from Executive (the “Cure Period”) and Executive thereafter resigns and separates from service with the Company no later than thirty (30) days after the end of the Cure Period.
For purposes of this agreement, a resignation by Executive for Good Reason shall be treated in the same manner as a termination of Executive’s employment by the Company without Cause.
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With respect to Section 6.4(a)(i), Cause for the Company’s termination of Executive’s employment shall only exist if (A) the Company provides Executive with written notice of the failure or failures and (B) Executive fails to cure such condition or conditions within fifteen (15) days of Executive’s receipt of such written notice from the Company, all as determined at the reasonable discretion of the Board.
provided, however, that “Good Reason” shall not exist unless Executive has first provided written notice to the Company of the initial occurrence of one or more of the conditions under clauses (a) through (d) above within thirty (30) days of the condition’s occurrence, such condition is not fully remedied by the Company within thirty (30) days after the Company’s receipt of written notice from Executive, and the Termination Date as a result of such event occurs within ninety (90) days after the initial occurrence of such event.
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Nothing in this Section 8.2 shall, however, be interpreted as a representation or warranty by the Company regarding any particular tax treatment of Executive’s compensation and any tax liability imposed on Executive under the Code or other tax laws are understood and agreed to be a liability of Executive and the Company shall have no obligation to make Executive whole with respect to any such tax liabilities.
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THIS EMPLOYMENT AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above.
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VIREO HEALTH, INC.XXXXXX XXXXX
By: /s/ Xxxx Xxxxxxxx /s/ Xxxxxx Xxxxx
Board Chair
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