Item 5.02(e): Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As previously announced, on December 3, 2019, the Board of Directors of 22nd
Century Group, Inc. (the "Company") promoted Andrea S. Jentsch to the position
of Chief Financial Officer. On December 31, 2019, Ms. Jentsch entered into an
employment agreement with the Company for an initial term of three years that
automatically renews on an annual basis thereafter unless terminated.
Pursuant to the employment agreement, Ms. Jentsch will earn an initial base
salary of two hundred and fifty thousand dollars ($250,000) and shall be
eligible for future cash bonus awards as determined by the Company. If Ms.
Jentsch's employment is terminated by the Company without Cause or by her for
Good Reason (as such terms are defined in the employment agreement), then she
will be entitled to a severance benefit in the form of (i) a continuation of her
then-base salary for a period of twelve (12) months; (ii) the payment of any
earned but unpaid bonus; and (iii) the automatic vesting of equity awards. In
the event of a Change in Control of the Company (as defined in the employment
agreement), all equity awards owned will automatically vest.
The description of the employment agreement above is qualified by reference to
the form of employment agreement, which is attached hereto as Exhibit 10.1.
Item 9.01(d): Financial Statements and Exhibits.
Exhibit 10.1 Employment Agreement between the Company and Andrea S.
Jentsch
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