jsseparationagreementand






DocuSign Envelope ID: 79CF83BF-7D1A-44F4-A375-4CEB464453A2                         SEPARATION AND RELEASE OF CLAIMS AGREEMENT                              This Separation and  Release  of  Claims  Agreement  (the “Agreement”)  is  being entered            into on July 27,  2020 (the “Agreement  Effective  Date”) by  and  between Jay  Scheiner            (“Executive” or “you”) and Warehouse Goods LLC. (the “Company”) (together, the “Parties”).                               WHEREAS,   the  Company  and  Executive  are  parties  to  the  Employment  Agreement            dated  as  of April  13,  2015 (the “Employment  Agreement”),  under  which Executive  currently            serves as Chief Operating Officer.                               WHEREAS,    the  Parties have  mutually  agreed to  establish  terms  for Executive’s            separation from employment with the Company; and                               WHEREAS,   the  Parties agree  that  the  payments,  benefits,  and  rights set  forth  in  this            Agreement shall be the exclusive payments, benefits, and rights due to executive in connection            with Executive’s separation from employment with the Company.                               NOW,  THEREFORE,     in  consideration  of  the  mutual  covenants  and  agreement            contained herein, and for the other good and valuable consideration, the receipt and sufficiency            of which are hereby acknowledged, the Parties hereby agree as follows:                                                 1.    Executive’s effective date of separation from employment with Company will be            August 31, 2020 (the “Separation Date”). You hereby resign, as of the Separation Date, from the             position of Chief Operating Officer and from any all other positions executive holds as an officer            or employee of the Company, and, as may be applicable, its subsidiaries, and further agrees to            execute  and  deliver  any  documents reasonably necessary to effectuate such  resignations,  as            requested by the Company. Your rights, if any, under COBRA to continue your health benefits            after  they  expire  under  this  Agreement at  your  own  expense  will  be  explained  under  separate            cover.                                     2.    Upon the Separation Date,  Executive  shall  be  paid,  in  accordance  with  the            Company’s regular payroll practices, all unpaid base salary earned through the Separation date,            as well as reimbursement of any unreimbursed businesses expenses properly incurred through the            Separation Date  for  which  executive  has  sought  reimbursement (together,  the “Accrued            Obligations”). As of the Separation Date, as full consideration for you (i) signing and returning            this Agreement in accordance with Section 18 below, (ii) continuing your employment through            the Separation Date, (iii) assisting Company’s transition to a new Chief Operating Offer through            the Separation Date, and (iii) complying with the terms of this Agreement, the Company agrees            to provide you with  (i) six (6) months of your salary, (ii) six (6) months of continued benefits;            including  health  benefits and your monthly car  and  cell phone  allowances, and,  (iii) the            acceleration of vesting  for all unvested profits  interests,  membership interests,  stock,  stock            options,  and other equity awards, including but  not limited to  those  awarded pursuant  to  the            Profits  Interest  Award  Agreement  between  Greenlane  Holdings, LLC  (f/k/a  Jacoby Holdings,            LLC) and  Executive, dated  December  5,  2016,  as  amended  by  the  Profits  Interest  Holder              3499419  





 






DocuSign Envelope ID: 79CF83BF-7D1A-44F4-A375-4CEB464453A2             Agreement  dated December 17,  2018 (“Severance”) under  the  terms described in Section  4            below. You  acknowledge  that  unless  you  enter  into  this  Agreement, you would  not otherwise            receive any  severance benefits  from the  Company. The  Company’s  provision  to  you of  the            Severance Payment  is  not,  and  should not  be  construed  as,  an  admission  of liability  or            wrongdoing by the Company.                                     3.    As Severance, as full consideration for your execution of and compliance with this            Agreement, and your release of all claims against the Company as set forth in Section 4 below,            the Company agrees to:                                           (a)  Severance Payment.   Provide you with a payment of $149,200 representing                           six (6) months of salary including the monthly car and cell allowances. The                           Company  shall  pay  the  Severance payment as salary  continuation  in                           accordance  with  the  Company’s payroll  practices  after  this  Agreement                           becomes irrevocable pursuant to Section 18 below. The Company will deduct                           from  the  Severance withholding  taxes  and other  deductions  which  it  is                           required by law to make from wage payments to employees, in addition to any                           deductions as necessary under Section 3 (b) below.                                                   (b) Benefits.  Provide you with six (6) months of benefits continuance as outlined                           on Exhibit A of the Employment Agreement.                                                 (c) Retention of Class B Units                              i. All capitalized terms used in this Section have the definition assigned to                               them in the Profits Interest Holder Agreement.                             ii. Notwithstanding terms  to  the  contrary  in  the Profits Interest  Holder                               Agreement, and notwithstanding Executive’s separation  from the                               Company, Executive shall retain all Class B units that have not vested to                               Executive as of the Separation Date of this Agreement, and such Class B                               units  shall  vest  in  accordance  with  the  Profits  Interest Holder                               Agreement.                            iii. All remaining terms of the Profits Interest Holder Agreement remain in                               full force and effect. In the event of any conflict between the terms of                               this  Agreement  and the  Profits Interest  Holder  Agreement, this                               Agreement shall govern.                               4.    In  consideration  for  the Severance,  which you  acknowledge  to  be good  and            valuable  consideration, you  knowingly  and  voluntarily  release  and  forever  discharge  the            Company, any of its parents, subsidiaries, divisions, and related companies, and any of its past            and  present  directors, managers,  officers,  shareholders,  partners,  employees,  agents,  attorneys            and servants, and each of their predecessors, successors and assigns (the “Releasees”) from any            and  all  complaints,  causes  of action,  or  claims  for relief, of any nature whatsoever, known or            unknown (the “Release”). This Release includes, without limitation, any rights or claims relating            in any way to your employment relationship with any of the Releasees, or the termination thereof,            including any claim arising under any offer letter and/or employment agreement which you may                                                   - 2 - 





 






DocuSign Envelope ID: 79CF83BF-7D1A-44F4-A375-4CEB464453A2             or may not have executed, or arising under any statute or regulation, including, but not limited to,            any rights or claims you may have under the Age Discrimination in Employment Act (ADEA),            which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as            amended,  which  prohibits  discrimination  in  employment  based  on race,  color,  national  origin,            religion,  or  sex; the  Equal  Pay  Act, which  prohibits  paying  men  and  women  unequal  pay  for            equal  work;  the  Americans  With Disabilities Act  (ADA),  which  prohibits  discrimination  in            employment  by  reason  of  disability;  the  Employee Retirement  Income  Security  Act  (ERISA),            which protects  employees’ interests  in  certain health  and  retirement  benefits; the  Family  and            Medical Leave Act (FMLA), which protects employees’ rights to take certain leave periods; the            Fair  Labor  Standards  Act  (FLSA),  which  protects  employees’ wages  and  regulates  hours; the            Federal  Wiretap  Act,  the  Electronic  Communications  Privacy Act,  and  the  Stored            Communications Act, all of which protect privacy; or any other federal, state, or local laws or            regulations which govern the workplace, including, without limitation, the Florida Civil Rights            Act, Florida Whistleblower  Protection  Act, Florida Workers’ Compensation Law  Retaliation            provision, Florida Wage  Discrimination  Law, Florida Minimum  Wage  Act, Florida Equal  Pay            Law, Florida AIDS  Act, Florida Discrimination  on  the  Basis  of  Sickle  Cell  Trait Law,            Florida OSHA,  the Florida Constitution,  the Florida Fair  Housing  Act,  Miami-Dade  County            Code, Chapter 11A, Broward County Human Rights Act, Palm Beach County Code, Article VI,            or any other state, federal or local statute or regulation which may be applicable to the Company.            This  Release  also includes  a  release  by  you of any  and  all rights to  be  indemnified  by  the            Company under statute, common law, or Company policy, and any and all claims for wrongful            discharge,  defamation,  intentional  tort,  invasion  of privacy, and breach of contract,  implied or            otherwise. This Release includes both claims that you know about and those you may not know            about. You represent that as of the date of your execution of this Agreement, you have incurred            no disability or injury in relation to or as a result of your employment and assert no claim for any            form of compensation for such disability, injury or job-related condition.                                     5.    You  warrant  that  you have  not filed  any  complaint,  charge  or  claim  for  relief            (collectively, a “Lawsuit”) against any of the Releasees with any local, state or federal court or            administrative agency. You promise never to file a Lawsuit asserting any claims that are released            in Paragraph 4. Nothing in this Agreement shall prevent you from participating in or cooperating            with  any  investigation  or administrative  proceeding conducted  by the Florida Commission  on            Human Relations, the Equal Employment Opportunity Commission, or any other state or federal            administrative agency. However, in the event that a Lawsuit against any of the Releasees is filed            with or instituted by any such agency, you expressly waive and shall not accept any monetary            damages or award arising from said Lawsuit. Additionally, nothing in this Agreement prohibits            or restricts you (or your attorney) from initiating communications directly with, responding to an            inquiry from, or providing testimony before the Securities and Exchange Commission (SEC), the            Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any            other federal  or  state  regulatory  authority  regarding this  Agreement or  its underlying  facts  or            circumstances or a possible securities law violation. This Agreement does not limit your right to            receive an award for information provided to the SEC or FINRA. If you break your promise set            forth in  this  Paragraph,  you  will pay for  all costs  incurred  by  the  Releasees, including  their            reasonable attorneys’ fees, in defending against your claims. This Paragraph does not apply to a                                                   - 3 - 





 






DocuSign Envelope ID: 79CF83BF-7D1A-44F4-A375-4CEB464453A2             claim under the Older Workers’ Benefit Protection Act (OWBPA) challenging the validity of the            release of ADEA claims in Paragraph 4.                                     6.    You hereby waive any right to apply or reapply for employment and agree that the            Company  has  no  obligation,  contractual  or  otherwise,  to rehire,  reemploy  or  recall  you in  the            future. The existence of this Agreement shall be a valid, non-discriminatory basis for rejecting            any  such  application  or,  in  the  event  you  obtain  such  employment,  to terminate such            employment.                              7.    (a)   You promise not to discuss or disclose the terms of your separation from            the Company or the amount or nature of the benefits paid to you under this Agreement to any            person other than your family members and your attorney and/or financial advisor, should one be            consulted,  provided  that  those  to  whom  you  may  make  such  disclosure agree  to keep  said            information confidential and not disclose it to others.                                    (b)   You and the Company shall not disparage or make any statement which            might adversely affect the reputation of the Releasees or You, respectively. For the purpose of            this Paragraph, the term “disparage” shall include, without limitation, any statement accusing the            aforesaid individuals or entities of acting in violation of any law or governmental regulation or of            condoning any  such  action,  or  otherwise  acting  in  an  unprofessional, dishonest,  disreputable,            improper, incompetent or negligent manner.                                    8.    (a)   You  agree  that  you have  had  access  to the  Company’s  confidential            information,  including,  but  not  limited  to  all proprietary information,  data,  trade  secrets,  and            know-how,  including, without  limitation,  research, client lists, markets, marketing  and  other            plans,  and  financial  data  (“Confidential  Information”),  that  said  Confidential  Information  is            valuable  to  the  Company,  and  that  the  unauthorized  release  of  that  Confidential  Information            would cause serious damage to the Company. You agree that you shall not disclose any of the            Company’s  Confidential  Information  or  trade  secrets  without  the  Company’s  written  consent,            and  that the Employee Proprietary Rights  and Confidentiality  Agreement executed  by  you  on            February 2, 2015 (the “NDA”) remains in  full  force and  effect  and  is  incorporated  herein  by            reference. All  written  materials,  records  and  documents  made  by  you  or  coming into  your            possession  during your employment by the Company concerning the business or affairs of the            Company and/or its Confidential Information are the sole property of the Company and you shall            immediately  deliver  the  same  to  the Company. You  agree  that you  have or will  immediately            return any Company property in your possession, calling cards, cell phones, credit cards, keys,            and identification badges.                                           (b)   Nothing  in  this  Agreement  shall  be  construed to  prevent  disclosure  of            Confidential Information as may be required by applicable law or regulation, or pursuant to the            valid order of a court of competent jurisdiction or an authorized government agency, provided            that the disclosure does not exceed the extent of disclosure required by such law, regulation, or            order. You shall promptly provide written notice of any such order to an authorized officer of the            Company.                                                               - 4 - 





 






DocuSign Envelope ID: 79CF83BF-7D1A-44F4-A375-4CEB464453A2                         (c)   Notice  of  Immunity  under  the Economic  Espionage  Act  of  1996,  as            amended by the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this            Agreement:                                                 (i)   You will not be held criminally or civilly liable under any federal            or state trade secret law for any disclosure of a trade secret that is made: (1) in confidence to a            federal,  state,  or  local  government  official,  either  directly  or  indirectly,  or  to  an attorney,  and            solely  for  the  purpose of reporting  or  investigating  a  suspected  violation  of law;  or  (2)  in  a            complaint or other document that is filed under seal in a lawsuit or other proceeding.                                                            (ii)  If you file a lawsuit for retaliation by the Company for reporting a            suspected violation of law, you may disclose the Company’s trade secrets to your attorney and            use the trade secret information in the court proceeding if you: (1) file any document containing            the trade secret under seal; and (2) do not disclose the trade secret, except pursuant to court order.                                     9.    You expressly acknowledge that the terms of Paragraphs 7 and 8 are integral to            this Agreement and that if you break any of your promises set forth in these Paragraphs you must            pay to the Company all damages incurred by the Releasees, including attorneys’ fees resulting            from your breach of these promises.                                    10.   You agree that you will cooperate with the Company (or its parents, subsidiaries,            affiliates or related entities) and its legal counsel in connection with any matters in which you            have  been  involved  and/or of  which  you have  knowledge.  Such  cooperation  shall include,            without limitation, answering questions and helping to transition your duties and assignments to            other  employees  of  the  Company.  In  addition,  you  will  cooperate  with  any current  or  future            investigation or litigation relating to any matter with which you were involved while providing            services  to  the  Company,  of  which  you  have  knowledge, or which  occurred  while  you  were            providing services to the Company. The Company will make good-faith efforts to provide you            with reasonable notice, whenever possible, of the need for your cooperation.                               11.   This  Agreement  is  intended  to  comply  with  the  requirements of  Section  409A,            and  the  parties  hereby  agree  to amend  this  Agreement  as  and  when necessary or  desirable to            conform to or otherwise properly reflect any guidance issued under Section 409A after the date            hereof without  violating Section 409A. In case any one or more provisions of this Agreement            fails to comply with the provisions of Section 409A, the remaining provisions of this Agreement            shall  remain in  effect, and  this  Agreement  shall  be  administered  and  applied  as  if  the  non-           complying provisions were not part of this Agreement. The parties in that event shall endeavor to            agree  upon  a reasonable substitute for the  non-complying  provisions,  to  the extent  that  a            substituted provision would not cause this Agreement to fail to comply with Section 409A, and,            upon so agreeing, shall incorporate such substituted provisions into this Agreement. In no event            whatsoever shall the Company be liable for any additional tax, interest or penalty that may be            imposed  on  you  by  Section 409A  or  damages  for  failing  to  comply with  Section 409A.  A            termination of your employment hereunder shall not be deemed to have occurred for purposes of            any provision of this Agreement providing for the payment of any amount or benefit constituting            “deferred  compensation” under  Section 409A upon or following a termination of employment                                                   - 5 - 





 






DocuSign Envelope ID: 79CF83BF-7D1A-44F4-A375-4CEB464453A2             unless such termination is also a “separation from service” within the meaning of Section 409A            and,  for  purposes  of  any such  provision  of  this  Agreement,  references  to  a “termination,”            “termination of employment” or like terms  shall mean “separation from  service.” In the event            that  any  payment  or  benefit made  hereunder  or  under  any compensation  plan,  program  or            arrangement of the Company would constitute payments or benefits pursuant to a non-qualified            deferred compensation  plan  within  the  meaning  of  Section  409A and,  at  the  time  of  your            “separation from service” you are a “specified employee” within the meaning of Section 409A,            then any such payments or benefits shall be delayed until the six-month anniversary of the date of            your “separation from service.” Each payment made under this Agreement shall be designated as            a “separate  payment” within  the  meaning of  Section  409A. All  reimbursements  and  in-kind            benefits  provided  under  this  Agreement  shall  be  made  or provided in  accordance  with  the            requirements  of  Section  409A  to  the  extent  that  such  reimbursements or  in-kind  benefits  are            subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute            taxable income  to  you  shall  in  no  event be paid later  than  the  end  of  the  calendar  year  next            following the calendar year in  which you incur such expense or pays  such related tax. Unless            otherwise permitted by Section 409A, the right to reimbursement or in-kind benefits under this            Agreement shall not be subject to liquidation or exchange for another benefit and the amount of            expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall            not  affect  the  expenses  eligible  for  reimbursement,  or in-kind  benefits  to  be provided,            respectively, in any other taxable year.                                    12.   This Agreement shall be governed in all respects, including as to interpretation,            substantive  effect  and  enforceability,  by  the  laws  of  the  State  of Florida,  without  regard  to            conflicts  of  law  provisions thereof that  would  require  application  to  the  laws  of  another            jurisdiction other than those that mandatorily apply. Each party hereby irrevocably submits to the            jurisdiction of the courts of the State of Florida and the federal courts of the United States of            America  located  in  the  County  of Palm  Beach solely  in respect  of  the  interpretation  and            enforcement of the provisions of this Agreement. Disputes arising under and in connection with            this  Agreement shall be heard in  the State of Florida, County of Palm Beach or in such other            place as the parties hereto may agree, unless applicable law requires otherwise.                                     13.   This Agreement is the entire agreement between you and the Company regarding            the termination of your engagement. All writings and agreements between you and the Company            or  any  of  the  Company’s  affiliates, including  any  offer  letter  and/or employment  agreement            which you may or may not have executed, are hereby terminated. You acknowledge that neither            the Company nor any of the Releasees have made any promises to you other than those contained            in this Agreement.                                     14.   This Agreement may be executed in two or more counterparts, each of which shall            be  an  original,  but  all of which  shall  constitute  one  and  the  same  instrument. A  facsimile            signature shall be as valid and binding as an original.                                    15.   No breach of any provision(s) of this Agreement may be waived unless in writing.            This Agreement may be amended only by a written agreement executed by the parties in interest            at the time of the amendment.                                                   - 6 - 





 






DocuSign Envelope ID: 79CF83BF-7D1A-44F4-A375-4CEB464453A2                               16.   If any provision of this Agreement is determined to be invalid, unenforceable, or            void, such provision shall be enforced to the greatest extent permitted by law, and the remainder            of this Agreement and such provision as applied to other persons, places, and circumstances shall            remain in full force and effect.                              17.   You understand that the Company has given you a period of twenty-one (21) days            to review and consider this Agreement before signing it. You further understand that you may            use as much of this twenty-one (21) day period as you wish prior to signing.                                    18.   You may revoke this Agreement within seven (7) days of the date on which you            sign it by delivering a written notice of revocation to Douglas Fischer, General Counsel at 1095            Broken Sound Parkway NW, Suite 300, Boca Raton, FL 33487, dfischer@gnln.com no later than            the  close  of business  on  the seventh  day  after you  sign  and  deliver  this  Agreement  to the            Company. If you revoke this Agreement, it will not be effective or enforceable, and the Company            will not provide you with the benefits described in Paragraph 2.                               19.   The  Company  encourages  you  to  consult  with  an  attorney  before  signing  this            Agreement. You understand that whether or not you do so is your decision.                                     YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT AND            RELEASE, UNDERSTAND IT, AND ARE VOLUNTARILY ENTERING INTO IT OF YOUR            OWN FREE WILL, WITHOUT DURESS OR COERCION, AFTER DUE CONSIDERATION            OF  ITS TERMS  AND  CONDITIONS.  YOU  FURTHER  ACKNOWLEDGE  THAT  EXCEPT            AS  STATED  IN  THIS    AGREEMENT,     NEITHER  THE  COMPANY  NOR  ANY            REPRESENTATIVE    OF  THE  COMPANY  HAS  MADE  ANY  REPRESENTATIONS        OR            PROMISES TO YOU.                                                                                       WAREHOUSE GOODS LLC                       ACCEPTED AND AGREED:                                                By:                                                                                                                                                                      7/28/2020           Date: 7/28/2020                           Date:                                                                                                                                        - 7 - 





 






DocuSign Envelope ID: 79CF83BF-7D1A-44F4-A375-4CEB464453A2                                                                                                                                                                                                                                                                       - 8 -