TerrAscend Corp. appointed Ziad Ghanem as new CEO

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

On March 29, 2023, the board of directors (the "Board") of TerrAscend Corp. (the "Company") appointed Ziad Ghanem as Chief Executive Officer of the Company effective immediately, in addition to continuing in his role as President of the Company.

Mr. Ghanem, age 45, joined the Company as President and Chief Operating Officer in January 2022. Mr. Ghanem brings over 17 years of experience in large-scale healthcare services delivery, pharmacy and retail operations. Most recently, Mr. Ghanem served as President of all markets at Surterra Holdings, Inc. (doing business as Parallel), a privately held, vertically integrated, multi-state cannabis operator in the United States, from November 2020 until January 2022. Prior to his role at Parallel, Mr. Ghanem served in a variety of roles at Walgreens Boots Alliance from August 2004 to November 2020, eventually serving as Senior Director of Global Pharmacy Development. Mr. Ghanem received a Doctor of Pharmacy from the University of Houston.

In connection with his appointment as the Company's Chief Executive Officer and continuing role as President, TerrAscend USA, Inc. ("TerrAscend USA"), a subsidiary of the Company, entered into an executive employment agreement with Mr. Ghanem (the "Employment Agreement"), dated and effective as of March 29, 2023. Pursuant to the Employment Agreement, Mr. Ghanem will receive an annual base salary of $500,000 and will be eligible, among other things: (i) to receive an annual discretionary performance bonus of 75% of his then-current base salary, (ii) to continue participating in employee benefit programs and plans and (iii) to receive long term incentive ("LTI") in the form of restricted stock units ("RSUs") of up to 100% of his then-current base salary pursuant to the Company's Share Unit Plan and as determined by the Board from time to time.

If Mr. Ghanem's employment is terminated by TerrAscend USA without cause, he will be entitled to receive (i) his annual base salary accrued and unpaid through the date of termination, together with all accrued and unpaid paid time off and expenses reimbursable pursuant to the Employment Agreement ("Earned Pay"), (ii) payment of TerrAscend USA's share of COBRA premiums for 12 months following the termination date (the "COBRA Cash Stipend"), (iii) his pro rata bonus, (iv) 12 months of continued base salary payments ("Severance Pay") and (iv) the unvested portion of the RSU Award and Options (as defined in the Employment Agreement) will vest pro rata on a monthly basis through the date of such termination.

In the event that Mr. Ghanem's employment is terminated by TerrAscend USA without cause due to a disability or death, he will be entitled to receive (i) the Earned Pay, (ii) payment of TerrAscend USA's share of COBRA premiums for 12 months following the termination date (the "COBRA Cash Stipend"), (iii) his pro rata bonus and (iv) vested RSUs and any vested but unexercised options.

If Mr. Ghanem's employment is terminated by TerrAscend USA for cause, he will be entitled to receive his Earned Pay.

If Mr. Ghanem resigns his employment for good reason (as defined in the Employment Agreement), his resignation will be treated in all respects as an involuntary termination of employment by TerrAscend USA without cause, and he will be entitled to receive the COBRA Cash Stipend and the Severance Pay. 

In the event of a change of control, 100% of Mr. Ghanem's unvested options and RSUs will accelerate and vest immediately. In addition, if Mr. Ghanem's employment is terminated without cause or for good reason within 12 months following a change of control, Mr. Ghanem will be entitled to two times his Severance Pay, two times his COBRA Cash Stipend and, if not yet paid, his full bonus for the prior calendar year and full bonus for the current calendar year. 

Under the Employment Agreement, the payment of COBRA Cash Stipend and the commencement and continued receipt of Severance Pay are subject to Mr. Ghanem's execution and non-revocation of a waiver and general release of claims. Mr. Ghanem is also subject to certain restrictive covenant obligations, including non-solicitation and non-competition obligations for 12 months following termination of employment. If Mr. Ghanem breaches these obligations, as determined by a court of competent jurisdiction, Mr. Ghanem must repay the Severance Pay.

The Company and Mr. Ghanem have entered into the Company's standard form indemnification agreement, previously adopted and disclosed by the Company and filed as Exhibit 10.15 to the Company's Form 10-12G filed with the Securities and Exchange Commission on November 2, 2021.