Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreement with Michael Fasci
On January 1, 2021, the Compensation Committee of the GrowLife, Inc. (the
"Company") entered into an Employment Agreement with Michael Fasci to serve as
the Company's Chief Financial Officer through December 31, 2023. Mr. Fasci
formerly served as Chairman of the Board.
Mr. Fasci's shall receive an annual salary of $165,000 and may earn an annual
bonus equal to two percent (2%) of the Company's EBITDA for that year. Mr. Fasci
was also granted an option to purchase 500,000 shares of the Company's Common
Stock under the Company's 2018 Stock Incentive Plan at an exercise price of
$0.12 per share ("Option"). The Option vests quarterly over three years, has a
five-year life and allows for a cashless exercise. The stock option grant is
subject to the terms and conditions of the Company's Stock Incentive Plan,
including vesting requirements.
In the event that Mr. Fasci's continuous status as employee to the Company is
terminated by the Company without Cause or Mr. Fasci terminates his employment
with the Company for Good Reason as defined in the Fasci Agreement, in either
case upon or within twelve months after a Change in Control as defined in the
Company's Stock Incentive Plan, then 100% of the total number of Shares shall
immediately become vested.
Mr. Fasci is entitled to participate in all group employment benefits that are
offered by the Company to the Company's senior executives and management
employees from time to time, subject to the terms and conditions of such benefit
plans, including any eligibility requirements.
If the Company terminates Mr. Fasci's employment at any time prior to the
expiration of the Term without Cause, as defined in the Employment Agreement, or
if Mr. Fasci terminates his employment at any time for "Good Reason" or due to a
"Disability", Mr. Fasci will be entitled to receive (i) his Base Salary amount
for ninety days; and (ii) his Annual Bonus amount for each year during the
remainder of the Term.
Other terms and conditions are included in and the foregoing description are
qualified in their entirety by reference to the full text of the agreements,
copies of which are attached to this Current Report on Form 8-K as Exhibit 10.1
and incorporated by reference into this Item 5.02.
Resignation of Ms. Katherine McLain
On January 5, 2021, Katherine McLain resigned as a Director of GrowLife, Inc.
("the Company"). The resignation was not the result of any disagreement with the
Company on any matter relating to the Company's operations, policies, or
practices.
As the result of Ms. McLain's resignation, Mr. Thom Kozik, current board member
and member of the Compensation Committee was appointed to serve as Chairman of
the Compensation Committee.
Appointment of Michael Fasci
On January 5, 2021, Michael E. Fasci, our Chief Financial Officer was appointed
as a member of the Company's Board of Directors to serve until the next annual
meeting of shareholders and has accepted such appointment. Mr. Fasci was also
appointed as a member of the Company's Compensation Committee.
Michael E. Fasci, 62, is a 30-year veteran in the finance sector having served
as an officer and director of many public and private companies. From 2015 to
2020, Mr. Fasci owns and operated Process Engineering Services, Inc., an
engineering consulting company as well as worked as a restructuring officer for
several financially challenged companies. Mr. Fasci is a seasoned operator
across various industries and has served in both CEO and CFO capacities for both
growth and turnaround situations. Mr. Fasci began his career as a field engineer
and then manager of various remediation filtration and environmental monitoring
projects globally before focusing his efforts on the daily operations,
accounting and financial reporting and SEC compliance of the numerous companies
he has served. Mr. Fasci resides in East Taunton, Massachusetts and studied
Electrical Engineering at Northeastern University.
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Family Relationships
Mr. Fasci is not related to any officer or director of the Company.
Related Party Transactions
Mr. Fasci is our current Chief Financial Officer. There are no related party
transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of
Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
10.1 Michael Fasci Employment Agreement dated January 1, 2021
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GROWLIFE, INC. 
