Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 15, 2025, Hydrofarm Holdings Group, Inc. (the "Company") entered into an amendment to the Offer Letter dated February 26, 2020 between the Company and B. John Lindeman, the Company's Chief Executive Officer, (the "Offer Letter Amendment") to revise the compensation to be received upon termination including in connection with a change of control. The Offer Letter Amendment stipulates that if Mr. Lindeman's employment is terminated, the Company will (a) pay Mr. Lindeman, as cash severance, an amount equal to the greater of: (i) $237,500 or (ii) six (6) months of his base salary in effect as of the date of his termination without cause (provided that if his employment termination is due to his resignation in connection with the reduction of his base salary, then the cash severance payment therein will be based upon his base salary rate as of immediately prior to such reduction); and (b) accelerate the vesting of all of Mr. Lindeman's outstanding equity awards at the time of termination by twelve (12) months of additional vesting.
Additionally, pursuant to the terms of the Offer Letter Amendment, if Mr. Lindeman's employment is terminated within eighteen (18) months following a Change of Control (as defined in the Company's 2020 Employee, Director and Consultant Equity Incentive Plan), as an alternative to the severance described above, the Company will: (a) pay Mr. Lindeman, as cash severance, an amount equal to the greater of: (i) $500,000 or (ii) twelve (12) months of his base salary in effect as the date of his involuntary termination without cause occurring within eighteen (18) months following a Change of Control (provided that if his employment termination is due to his resignation in connection with the reduction of his base salary, then the cash severance payment therein will be based upon his base salary rate as of immediately prior to such reduction); (b) pay Mr. Lindeman's Consolidated Omnibus Budget Reconciliation Act (COBRA) premiums for twelve (12) months at the same level of coverage as in effect at the date of his termination without cause provided that he timely elects such coverage; and (c) accelerate the vesting of all of Mr. Lindeman's outstanding equity awards at the time of termination by twelve (12) months of additional vesting.
This description is qualified in its entirety by reference to the full text of the Offer Letter Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.