Canopy Growth Corp (Form: 8-K, Received: 06/14/2021 06:01:28)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 8, 2021

Canopy Growth Corporation

(Exact name of registrant as specified in its charter)


Canada	001-38496	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Hershey Drive Smiths Falls, Ontario		K7A 0A8
(Address of principal executive officers)		(Zip Code)

(855) 558-9333

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares, no par value

CGC

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

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

As of June 8, 2021, the board of directors (the “Board”) of Canopy Growth Corporation (“Canopy” or the “Company”), upon the recommendation of its Corporate Governance, Compensation and Nominating Committee, took the following actions with regard to certain compensatory arrangements for certain of the Company’s senior management personnel including the Company’s Chief Executive Officer, Chief Financial Officer and certain of the persons that were listed as “named executive officers” in the Company’s definitive proxy statement filed with the SEC on August 7, 2020 (the “named executive officers”). All dollar amounts shown are in U.S. dollars, except the exercise price of the stock options granted on June 9, 2021 which is expressed in Canadian dollars.

Long-Term Incentive Program

The Board approved changes to its long-term incentive (“LTI”) program for executive officers whereby Canopy’s executive officers’ annual LTI grant of equity will now consist of 50% stock options and 50% performance share units (“PSUs”). The Company previously granted a combination of options and restricted stock units (“RSUs”) to certain of its executive officers. The revised LTI program further aligns the interests of management with those of the Company’s shareholders by linking PSU vesting with Relative Total Shareholder Return (“RTSR”) and adjusted Earnings before Interest, Tax, Depreciation, and Amortization (“Adjusted EBITDA”) rather than simple time-vesting RSUs.

Stock Option Grants

The Board granted options (“Options”) to purchase Canopy’s common shares (“Common Shares”) on June 9, 2021 under the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) to certain of the Company’s management personnel, including its executive officers, subject to Canopy’s Option Grant Agreement with respect to the Omnibus Incentive Plan. The form of Option Grant Agreement is filed as Exhibit 10.1 hereto (the “Option Grant Agreement”). The following table sets forth information regarding grants to the named executive officers identified below:


Name	Number of Stock Options
David Klein Chief Executive Officer		139,488
Rade Kovacevic President and Chief Product Officer		59,767
Mike Lee Executive Vice President & Chief Financial Officer		54,814
Phil Shaer Chief Legal Officer and Corporate Secretary		22,352
Thomas Stewart Chief Accounting Officer		3,207

Each of the options granted has a six-year term, subject to earlier termination upon the occurrence of certain events related to termination of employment, as specified in the Options Grant Agreement. One-third of the options become exercisable on each of the first, second and third anniversaries of the date of grant, subject to the terms of the Option Grant Agreement. The options will continue to vest upon the Retirement (as that term is defined in the Option Grant Agreement) of the recipient at any time after December 9, 2021 and prior to June 9, 2024, and will vest 30 days after the recipient’s service with Canopy terminates due to the recipient’s death or Disability (as that term is defined in the Option Grant Agreement). The exercise price of each option is CAD$30.87, which is equal to the closing price of the Common Shares on the Toronto Stock Exchange on June 8, 2021.

The foregoing discussion of the Option Grant Agreement is qualified in its entirety by reference to the Option Grant Agreement, which is incorporated herein by reference.

Performance Share Unit Grants

The number of performance share units (“PSUs”) issued will be based on two metrics: RTSR and Adjusted EBITDA, with each weighted at 50%. The forms of Performance Stock Unit Grant Agreement are filed as Exhibits 10.4 and 10.5 hereto (the “PSU Grant Agreements”). The performance periods for each metric will consist of three one-year periods (fiscal year 2022, fiscal year 2023 and fiscal year 2024) and a three-year cumulative period beginning on April 1, 2021 and ending on March 31, 2024, each measured independently of one another. The PSUs will cliff vest after three years from the date of grant and the number of units vesting will vary based on performance over the defined performance periods relative to Board-approved performance targets. The following table sets forth information regarding target awards to the named executive officers identified below:


Name	Target Number of PSUs
David Klein Chief Executive Officer		69,744
Rade Kovacevic President and Chief Product Officer		29,883
Mike Lee Executive Vice President and Chief Financial Officer		27,407
Phil Shaer Chief Legal Officer and Corporate Secretary		11,176

Pursuant to the terms of the PSUs, for each of the persons in the table above, the minimum PSU award is equal to 50% of the target number of PSUs, and the maximum PSU award is 150% of the target number of PSUs. Unvested PSUs are subject to forfeiture upon the occurrence of certain events related to termination of employment, as specified in the PSU Grant Agreements. A participant may vest in his right to receive the applicable number of PSUs if the participant remains in continuous employment with the Company or any of its subsidiaries until June 9, 2024. In the event a U.S. resident recipient of PSUs retires (as the term “Retirement” is defined in the PSU Grant Agreement filed as Exhibit 10.4 hereto (the “U.S. PSU Grant Agreement”)) at any time after December 9, 2021 and prior to June 9, 2024, vested awards are payable on a pro rata basis (as set forth in the U.S. PSU Grant Agreement). For U.S. residents, PSUs will vest 30 days after the recipient’s service with Canopy terminates due to the recipient’s death or Disability (as that term is defined in the PSU Grant Agreements), subject to the terms of the U.S. PSU Grant Agreements. In the next six months Canopy expects to revisit whether Canadian residents will be permitted to have their PSUs continue to vest after their retirement or after their death or disability in the same manner as U.S. residents.

The foregoing discussion of the PSU Grant Agreements is qualified in its entirety by reference to the PSU Grant Agreements, which are incorporated herein by reference.

Grant of Restricted Stock Units

The Board granted RSUs under the Omnibus Incentive Plan on June 9, 2021 to certain of the Company’s management personnel, subject to the provisions of Restricted Stock Unit Grant Agreements, the form of which are filed herewith as Exhibits 10.2 and 10.3 (the “RSU Grant Agreements”). The RSUs entitle the grantee to receive a single Common Share for each RSU granted under the Omnibus Incentive Plan. The following table sets forth information regarding grants to the named executive officer identified below:

Name

Number of RSUs

Thomas Stewart

Chief Accounting Officer

2,405

Unvested RSUs are subject to forfeiture upon the occurrence of certain events related to termination of employment as specified in the RSU Grant Agreements. One-third of the awarded RSUs vest on each of the first, second and third anniversaries of June 9, 2021, provided that the recipient of the grant remains in continuous employment with the Company or any of its subsidiaries until each such date. RSUs will continue to vest upon the Retirement (as that term is defined in the RSU Grant Agreement filed as Exhibit 10.2 hereto (the “U.S. RSU Grant Agreement”)) of a U.S. resident recipient at any time after December 9, 2021 and prior to June 9, 2024, subject to the terms of U.S. RSU Grant Agreement. For U.S. residents, RSUs will vest 30 days after the recipient’s service with Canopy terminates due to the recipient’s death or Disability (as that term is defined in the U.S. RSU Grant Agreement). In the next six months Canopy expects to revisit whether Canadian residents will be permitted to have their RSUs continue to vest after their retirement or after their death or disability in the same manner as U.S. residents.

The foregoing discussion of the RSU Grant Agreements is qualified in its entirety by reference to the RSU Grant Agreements, which are incorporated herein by reference.

Bonus Payments for Fiscal 2021

The following table sets forth the fiscal 2021 bonus amounts earned by the named executive officers identified below for their service during fiscal 2021. These bonus amounts were based on achievement of performance goals relating to revenue, adjusted EBITDA, free cash flow, as well as individual performance.


Name	Bonus Amount
David Klein Chief Executive Officer	$	1,716,428
Rade Kovacevic President and Chief Product Officer	$	524,054	¹
Mike Lee Executive Vice President and Chief Financial Officer	$	460,147
Phil Shaer Chief Legal Officer and Corporate Secretary	$	279,496	¹
Thomas Stewart Chief Accounting Officer	$	79,623	¹

¹	As converted from Canadian dollars at the Bank of Canada exchange rate of 0.8269 Canadian dollars per U.S. dollar as of June 10, 2021.

Amendments to Employment Agreements

As of June 8, 2021, the Board amended the employment agreements of each of Messrs. Klein, Lee, Kovacevic and Shaer (the “Employment Agreement Amendments”) as follows.

All Employment Agreement Amendments

The employment agreements of each of Messrs. Klein, Lee, Kovacevic and Shaer were amended to, among other things:

•

provide the Board with discretion as to the amounts of each type of LTI award (i.e., options, RSUs and PSUs) for annual LTI grants and to contemplate the revised LTI program described above, whereas previously the amounts of each type of award was specified in each executive’s employment agreement;

•

revise the termination of provisions to, among other things, provide that, upon an executive’s termination without Cause (as defined in the Employment Agreement Amendments) or willful misconduct, such executive will also be entitled to the vesting of any outstanding PSUs, at actual performance levels, for all years already certified by the Board or any responsible committee thereof;

•

eliminate specific stock ownership requirements from the agreements themselves and instead require each executive to adhere to and abide by the Company’s Share Ownership Policy, providing increased flexibility to the Board to amend the Share Ownership Policy in the future as appropriate; and

•

certain other changes to IP and confidentiality obligations and termination provisions.

David Klein

Mr. Klein’s employment agreement was also amended to increase the percentage of his LTI award from 300% of his base salary to 350% of his base salary.

Mike Lee

Mr. Lee’s employment agreement was also amended to increase his base salary to $447,000.

Rade Kovacevic

Mr. Kovacevic’s employment agreement was also amended to increase his base salary to $508,544¹.

Phil Shaer

Mr. Shaer’s employment agreement was also amended to increase his base salary to $285,281¹.

The foregoing discussion of the Employment Agreement Amendments is qualified in its entirety by reference to the Employment Agreement Amendments, which are filed as Exhibits 10.6 through 10.9 hereto and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Option Grant Agreement (U.S. and Canadian Employees)

10.2		Restricted Stock Unit Grant Agreement (U.S. Employees) (For Settlement in Common Shares Only)

10.3		Restricted Stock Unit Grant Agreement (For Non-U.S. Employees) (For Settlement in Common Shares Only)

10.4		Performance Stock Unit Grant Agreement (U.S. Employees) (For Settlement in Common Shares Only)

10.5		Performance Stock Unit Grant Agreement (Canadian Employees) (For Settlement in Common Shares Only)

10.6		Amendment to Executive Employment Agreement of David Klein, dated June 8, 2021

10.7		Amendment to Executive Employment Agreement of Mike Lee, dated June 8, 2021

10.8		Amendment to Executive Employment Agreement of Rade Kovacevic, dated June 8, 2021

10.9		Amendment to Executive Employment Agreement of Phil Shaer, dated June 8, 2021

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


CANOPY GROWTH CORPORATION

By:		/s/ Phil Shaer
		Phil Shaer Chief Legal Officer and Corporate Secretary

Date: June 11, 2021

Exhibit 10.1

LOGO

OPTION GRANT AGREEMENT

(U.S. AND CANADIAN EMPLOYEES)

###GRANT_DATE###

###PARTICIPANT_NAME###

PERSONAL AND CONFIDENTIAL

BY EMAIL

Dear ###PARTICIPANT_NAME###

I am pleased to confirm that you have been granted options (the “Options”) to purchase common shares (“Common Shares”) in the capital of Canopy Growth Corporation (“Canopy Growth”) under Canopy Growth’s Amended and Restated Omnibus Incentive Plan, as the same may be amended from time to time (the “Plan”).

This letter agreement shall constitute an “Award Agreement” as defined under the Plan. Other than as set out herein, the Options shall be subject in all respects to the terms and conditions of the Plan, a copy of which you have received and which is available to you via ShareWorks. We encourage you to review the Plan in detail.


Number of Common Shares subject to the Options:		###TOTAL_AWARDS### (the “Optioned Shares”)

Date of Grant:		###GRANT_DATE### (the “Grant Date”)

Exercise Price (per Common Share):		###GRANT_PRICE### (the “Exercise Price”)

Vesting:

Subject always to the right of Canopy Growth to cancel such Options on earlier dates in accordance with the provisions of the Plan, the Options will vest and be exercisable in tranches representing 1/3 of the total grant on the following dates: ###VEST_SCHEDULE_TABLE###

Options will cease to vest on the last date enumerated in the table above, unless:

(a) You provide Canopy Growth with notice of resignation, in which case any unvested Options will cease to vest on the date on which you provide notice of resignation from your employment with Canopy Growth;

(b) Canopy Growth terminates your Service (as such term is defined in the Plan) for “cause” (as such term is defined in the Plan), in which case any unvested Options will cease to vest on that date;

(c) Canopy Growth terminates your Service without cause, in which case any unvested Options will cease to vest on the date that is the conclusion to the applicable statutory notice period required in consideration of the termination of your employment by Canopy Growth without cause;

(d) The law deems your Service to be terminated, in which case any unvested Options will cease to vest on the date deemed by law to be date of such termination;

(e) Your Service with Canopy Growth terminates due to death or Disability (as defined below), in which case any unvested Options shall vest 30 days following the date of death or Disability; or

(f) Your Service with Canopy Growth terminates due to Retirement (as defined below), in which case, provided the date on which you provide notice of Retirement is no earlier than six months following the Date of Grant, your Options will continue to vest in accordance with the schedule set forth above (irrespective of any continued employment or Service requirement). Notwithstanding the foregoing provisions of this section, in the event of your breach of any restrictive covenants regarding non-competition and/or non-solicitation (the “Restrictive Covenants”) incumbent on you pursuant to your employment agreement with the Company following cessation of Service due to Retirement, in addition to any relief described in the Employment Agreement, all unvested Options held by you shall be immediately forfeited on the date which you breach a Restrictive Covenant unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan, and any gain realized by you from the vesting and/ exercise of any Options following such breach, shall be paid by you to the Company.

Following the applicable date of cessation of vesting of your Options above, you will not be entitled to any further vesting of Options nor to damages or compensation of any sort as a result of such limitation.


		For purposes of this Award Agreement: “Retirement” means that you (i) voluntarily elect to terminate your Service with Canopy Growth after you attain the age of sixty (60) years old, (ii) have completed five (5) Full Years of continuous Service, (iii) have provided reasonable notice to the company, and (iv) have not received a cash severance or other termination payment in excess of what is provided for in your employment agreement on the occasion of resignation, and a “Full Year” means a twelve-month period beginning on the date of your commencement of Service and each anniversary thereof. Further, for purposes of this Award Agreement, “Disability” has the same meaning as that provided for in the U.S. Internal Revenue Code Treasury regulation section 1.409A-3(i)(4)(i)(A) (which generally means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.)

Exercise Rights:		Options shall only be exercisable with respect to vested Optioned Shares, and shall be subject to the following additional restrictions: If you resign other than pursuant to Retirement then, subject you being in a Blackout Period, you will have ninety (90) days from the date on which you provide notice of resignation to exercise any vested Options. If: (a) your Service is terminated without cause; or (b) the law deems your Service to be terminated, then, subject to you being in a Blackout Period, you will have ninety (90) days from the conclusion of the applicable statutory notice period required in consideration of the termination of your employment to exercise any vested Options. If your Service terminates due to death or Disability, then, subject to your being in a Blackout Period, you or your legal representatives, as applicable, will have ninety (90) days from the date of death or Disability to exercise any vested Options. If the last day on which you would be eligible to exercise a vested Option is during, or within 10 business days of the expiration of an applicable Blackout Period, then the exercise period shall be extended to the close of business on the 10th business day following the expiration of the Blackout Period. If your Service with Canopy Growth terminates due to Retirement and the date on which you provide notice of Retirement is no earlier than six months prior to the Date of Grant, then, once vested, vested Options may be exercised at any time prior to the Expiry Date set forth below.


Expiry Date:		The date six (6) years after the Grant Date

Confidentiality		The terms of this Options grant are confidential and we expect that you will maintain the confidentiality of the grant and not disclose details to other members of the Canopy Growth team or anyone outside Canopy Growth.

All awards issued pursuant to the Plan are administered by Shareworks, or another awards administrator as may be designated by Canopy Growth from time to time. The exercise of vested Options must be completed through your Shareworks account and according to the instructions provided by Shareworks or any other awards administrator that Canopy Growth may designate from time to time. Upon the payment of the Exercise Price in respect of the selected number of vested Options, according to the instructions provided by Shareworks, you will be issued the corresponding number of Common Shares.

Section 13 of the Plan (Change in Control Provisions) shall not apply to any Awards (including the Options) granted hereunder unless otherwise determined by the Committee or the Board (as such terms are defined in the Plan); provided, however, that the direct or indirect acquisition by the CBG Group of more than 50% of the combined voting power of Canopy Growth’s then outstanding securities as a result of the CBG Group’s beneficial ownership of common shares of Canopy Growth held as of the close of the private placement transaction with CBG Holdings LLC (“CBG”) completed on November 1, 2018 (the “CBG Closing”), combined with common shares of Canopy Growth acquired by the CBG Group pursuant to the exercise of any or all of its warrants to purchase common shares of Canopy Growth that were held as of the CBG Closing shall not, in any event or circumstance, constitute a “Change in Control” within the meaning of the Plan. For purposes of this paragraph, “CBG Group” means Greenstar Canada Investment Limited, CBG, and Constellation Brands, Inc. and its respective direct and indirect subsidiaries.

As a condition to the grant of your Options, you are required to indicate your acceptance of this Award Agreement and the terms and conditions of the Plan by signing the acknowledgement electronically at the foot of this letter. If there is any inconsistency between the terms of this Award Agreement and the Plan, you acknowledge that the terms of the Plan shall govern. Canopy Growth may require, as a condition to the issuance of Common Shares pursuant to the exercise of the Options, that in addition to the exercise price you also pay to Canopy Growth any federal, provincial/state or local withholding taxes required by law to be withheld in respect of the exercise of the Options.

The Options are intended to provide you with an opportunity to share in the potential future growth of Canopy Growth. It recognizes your value and the significant impact that your ideas, enthusiasm and hard work will have in making Canopy Growth a success.

It is through working together as a team that we can make Canopy Growth a leader in our field.

Yours very truly,

CANOPY GROWTH CORPORATION

By:

###SIGNATURECEO###

Name: David Klein

Title: CEO

I accept the Options on the terms described in this Award Agreement and understand and agree that my Options are subject in all respects to the terms and conditions of the Award Agreement and the Plan. I have read, understood and agree to comply with the terms of this Award Agreement and the Plan.


###PARTICIPANT_NAME###	###HOME_ADDRESS###	###ACCEPTANCE_DATE###
Signature	Address	Accepted

Exhibit 10.2

LOGO

RESTRICTED STOCK UNIT GRANT AGREEMENT

(U.S. EMPLOYEES)

(FOR SETTLEMENT IN COMMON SHARES ONLY)

To: Firstname Lastname

Date: Month Day, 202X

I am pleased to confirm that, in connection with services to be rendered by you over the period that includes the vesting dates outlined in the table below, you have been granted Restricted Stock Units (the “RSUs”) of Canopy Growth Corporation (“Canopy Growth”) under Canopy Growth’s Amended and Restated Omnibus Incentive Plan, as the same may be amended from time to time (the “Plan”). All capitalized terms that are not defined herein shall be as defined in the Plan. This letter agreement shall constitute an “Award Agreement” under the Plan and sets forth the terms and conditions of the RSUs.


Number of RSUs awarded				Vesting Date ^1,2,3
xxxxx				Month XX, 202X
xxxxx				Month XX, 202X
xxxxx				Month XX, 202X
xxxxx				Month XX, 202X

As soon as practicable following the vesting of RSUs, and in any event no later than March 15 of the year following the year in which an RSU vests (such March 15 date, the “Payment Deadline”), you will be issued one Common Share in settlement of each vested RSU. Settlement is subject to you making arrangements acceptable to Canopy Growth to satisfy applicable withholding. Failure to do so by the Payment Deadline shall result in your forfeiture of the applicable RSUs to otherwise be settled.

All awards issued pursuant to the Plan are administered by Shareworks, or another awards administrator as may be designated by Canopy Growth from time to time. The withdrawal of common shares in the capital of Canopy Growth (the “Common Shares”) issued pursuant to the settlement of vested RSUs must be completed through your Shareworks account and according to the instructions provided by Shareworks or any other awards administrator that Canopy Growth may designate from time to time.

Note 1: RSUs will cease to vest on the last date enumerated in the table above, unless:

(a) You provide Canopy Growth with notice of resignation, in which case RSUs will cease to vest on the date on which you provide notice of resignation from your employment with Canopy Growth;

(b) Canopy Growth terminates your Service (as such term is defined in the Plan) for “cause” (as such term is defined in the Plan), in which case RSUs will cease to vest on that date;

(c) Canopy Growth terminates your Service without cause, in which case RSUs will cease to vest on the date that is the conclusion to the applicable statutory notice period required in consideration of the termination of your employment by Canopy Growth without cause;

(d) The law deems your Service to be terminated, in which case RSUs will cease to vest on the date deemed by law to be date of such termination;

(e) Your Service with Canopy Growth terminates due to death or disability, in which case all unvested RSUs shall vest 30 days following the date of death or disability; or

(f) Your Service with Canopy Growth terminates due to Retirement (as defined below), in which case, provided you have been in continuous Service for at least six months since the date of grant of the RSUs, your RSUs will continue to vest in accordance with the schedule set forth above (irrespective of any continued employment or Service requirement). Notwithstanding the foregoing provisions of this section, in the event of your breach of any restrictive covenants regarding non-competition and/or non-solicitation (the “Restrictive Covenants”) incumbent on you pursuant to your employment agreement with the Company following cessation of Service due to Retirement, in addition to any relief described in the Employment Agreement, all unvested RSUs held by you shall be immediately forfeited on the date which you breach a Restrictive Covenant unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan, and any gain realized by you from the vesting of any RSUs following such breach, shall be paid by you to the Company.

Following the applicable date of cessation of vesting of your RSUs above, you will not be entitled to any further vesting of RSUs nor to damages or compensation of any sort as a result of such limitation.

For purposes of this Award, “Retirement” means that you (i) voluntarily elect to terminate your Service with Canopy Growth after you attain the age of sixty (60) years old, (ii) have completed five (5) Full Years of continuous Service, (iii) have provided reasonable notice to the company, and (iv) have not received a cash severance or other termination payment in excess of what is provided for in your employment agreement on the occasion of resignation, and a “Full Year” means a twelve-month period beginning on the date of your commencement of Service and each anniversary thereof.

Further, for purposes of this Award, “Disability” has the same meaning as that provided for in U.S. Internal Revenue Code Treasury regulation section 1.409A-3(i)(4)(i)(A) (which generally means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.)

Note 2: Notwithstanding the vesting dates outlined in the table above, these vesting dates may be automatically adjusted if they would otherwise: (i) be a date that is not a business day; (ii) be a date that is within a Blackout Period or (iii) be a date that is prior to Canopy Growth being in receipt of your executed copy of this Award Agreement, which confirms your agreement to comply with the terms and conditions of the Award Agreement and the Plan. In case of any of the foregoing, the vesting date of the applicable RSUs is deemed to be adjusted to the business day immediately following the date of the event set out in (i), (ii) or (iii), described above, as the case may be.

Note 3: Section 13 of the Plan (Change in Control Provisions) shall not apply to any Awards (including the RSUs) granted hereunder unless otherwise determined by the Committee or the Board; provided, however, that the direct or indirect acquisition by the CBG Group (as defined below) of more than 50% of the combined voting power of Canopy Growth’s then outstanding securities as a result of the CBG Group’s beneficial ownership of common shares of Canopy Growth held as of the close of the private placement transaction with CBG Holdings LLC (“CBG”) completed on November 1, 2018 (the CBG Closing”), combined with common shares of Canopy Growth acquired by the CBG Group pursuant to the exercise of any or all of its warrants to purchase common shares of Canopy Growth that were held as of the CBG Closing shall not, in any event or circumstance, constitute a “Change in Control” within the meaning of the Plan. For purposes of this paragraph, “CBG Group” means Greenstar Canada Investment Limited, CBG, and Constellation Brands, Inc. and its respective direct and indirect subsidiaries.

The terms of this RSU grant are confidential and we expect that you will maintain the confidentiality of the grant and not disclose details to other members of the Canopy Growth team or anyone outside Canopy Growth.

This Award Agreement and your acceptance thereof are subject to the Plan. You acknowledge having received a copy of the Plan. If there is any inconsistency between the terms of this Award Agreement and the Plan, you acknowledge that the terms of the Plan shall govern. Canopy Growth may require, as a condition to the issuance of Common Shares pursuant to the settlement of vested RSUs, that you sell a sufficient number of Common Shares required to pay any federal, provincial/state or local withholding taxes required by law.

As a condition to the grant of your RSUs, you are required to indicate your agreement to comply with the terms and conditions of the Plan and this Award Agreement by signing the acknowledgement at the foot of this letter.

Dated this day of , 202X.

CANOPY GROWTH CORPORATION

David Klein

CEO

I accept the RSUs on the terms described in this Award Agreement and understand and agree that my RSUs are subject in all respects to the terms and conditions of the Award Agreement and the Plan. I have read, understood and agree to comply with the terms of this Award Agreement and the Plan.



Signature				Address

Exhibit 10.3

LOGO

RESTRICTED STOCK UNIT GRANT AGREEMENT

(NON-U.S. EMPLOYEES)

(FOR SETTLEMENT IN COMMON SHARES ONLY)

To: Firstname Lastname

Date: Month Day, 202X


Number of RSUs awarded				Vesting Date ^1,2,3
xxxxx				Month XX, 202X
xxxxx				Month XX, 202X
xxxxx				Month XX, 202X
xxxxx				Month XX, 202X

Note 1: RSUs will cease to vest on the last date enumerated in the table above, unless:

(a) You provide Canopy Growth with notice of resignation, in which case RSUs will cease to vest on the date on which you provide notice of resignation from your employment with Canopy Growth;

(b) Canopy Growth terminates your Service (as such term is defined in the Plan) for “cause” (as such term is defined in the Plan), in which case RSUs will cease to vest on that date;

(d) The law deems your Service to be terminated, in which case RSUs will cease to vest on the date deemed by law to be date of such termination.

Dated this day of , 202X.

CANOPY GROWTH CORPORATION

David Klein

CEO



Signature				Address

Exhibit 10.4

LOGO

PERFORMANCE STOCK UNIT GRANT AGREEMENT

(U.S. EMPLOYEES)

(FOR SETTLEMENT IN COMMON SHARES ONLY)

To:	Firstname Lastname

Date:

Month Day, 202X

I am pleased to confirm that, in connection with services to be rendered by you over the period that ends on the Vesting Date (as defined in Schedule “A” hereto), you have been granted a stock-based Performance Award (the “PSUs”) of Canopy Growth Corporation (“Canopy Growth”) under Canopy Growth’s Amended and Restated Omnibus Incentive Plan, as the same may be amended from time to time (the “Plan”). All capitalized terms that are not defined in this letter agreement and its schedule(s) shall be as defined in the Plan. Each PSU covers one common share in the capital of Canopy Growth (each a “Common Share”). This letter shall constitute an Award Agreement under the Plan and sets forth the terms and conditions of the PSUs, which include the terms detailed in Schedule “A” hereto.

Note 1: All PSUs granted under this Award Agreement will vest on the Vesting Date, unless:

(a) You provide Canopy Growth with notice of resignation, in which case PSUs will cease to vest on the date on which you provide notice of resignation from your employment with Canopy Growth;

(b) Canopy Growth terminates your Service (as such term is defined in the Plan) for “cause” (as such term is defined in the Plan), in which case PSUs will cease to vest on that date;

(c) Canopy Growth terminates your Service without cause, in which case you will receive the vesting of any outstanding PSUs, at actual performance levels, for all fiscal years already certified by the Board of Directors or any responsible committee thereof by the date that is the conclusion to the applicable statutory notice period required in consideration of the termination of your employment by Canopy Growth without cause, while all other PSUs will cease to vest;

(d) The law deems your Service to be terminated, in which case PSUs will cease to vest on the date deemed by law to be date of such termination;

(e) Your Service with Canopy Growth terminates due to death or Disability (as defined below), in which case the following number of PSUs shall vest on that date that is 30 days after death or Disability:

(i) If the death or Disability occurs prior to the first anniversary of the Grant Date (as defined in Schedule “A”), then the vested PSUs will be equal to that number of PSUs (as calculated based on the share price at the date of grant) which is equal to 100% of your Target;

(ii) If the death or Disability occurs prior to the second anniversary of the Grant Date, then the vested PSUs will be equal to that number of PSUs (as calculated based on the share price at the date of grant) which is equal to (A) the performance measurement certified by the board of directors of Canopy Growth or any responsible committee thereof for the first year following grant, multiplied by 20% of your Target, plus (B) 80% of 100% of your Target;

(iii) If the death or Disability occurs prior to the third anniversary of the Grant Date, then the vested PSUs will be equal to that number of PSUs (as calculated based on the share price at the date of grant) which is equal to (A) the performance measurement certified by the Board of Directors or any responsible committee thereof for the first year following grant, multiplied by 20% of your Target, plus (B) the performance measurement certified by the board of directors of Canopy Growth or any responsible committee thereof for the second year following grant, multiplied by 20% of your Target, plus (C) 60% of 100% of your Target; or

(f) Your Service with Canopy Growth terminates due to Retirement (as defined below), in which case, provided you have been in continuous Service for at least six months since the date of grant of the PSUs, your PSUs will vest on the Vesting Date (irrespective of any continued employment or Service requirement) in respect of that number of PSUs equal to (X) multiplied by (Y), where: (X) equals the number of PSUs to which you would be entitled based on actual performance during the Performance Period; and (Y) is a ratio, the numerator of which equals the number of days you remained in continuous Service from the beginning of the Performance Period until Retirement, and the denominator of which equals the number of days from beginning of the Performance Period through the end of the Performance Period. Notwithstanding the foregoing provisions of this section, in the event of your breach of any restrictive covenants regarding non-competition and/or non-solicitation (the “Restrictive Covenants”) incumbent on you pursuant to your employment agreement with the Company following cessation of Service due to Retirement, in addition to any relief described in the Employment Agreement, all unvested PSUs held by you shall be immediately forfeited on the date which you breach a Restrictive Covenant unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan, and any gain realized by you from the vesting of any PSUs following such breach, shall be paid by you to the Company.

Following the Vesting Date, you will not be entitled to any further vesting of PSUs nor to damages or compensation of any sort as a result of such limitation.

For purposes of this Award Agreement, “Retirement” means that you (i) voluntarily elect to terminate your Service with Canopy after you attain the age of sixty (60) years old, (ii) have completed five (5) Full Years of continuous Service, (iii) have provided reasonable notice to the company, and (iv) have not received a cash severance or other termination payment in excess of what is provided for in your employment agreement on the occasion of resignation, and a “Full Year” means a twelve-month period beginning on the date of your commencement of Service and each anniversary thereof.

Further, for purposes of this Award Agreement, “Disability” has the same meaning as that provided for in U.S. Internal Revenue Code of 1986 Treasury regulation section 1.409A-3(i)(4)(i)(A) (which generally means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.)

Note 2: Notwithstanding the Vesting Date detailed in Schedule “A”, the Vesting Date may be automatically adjusted if it would otherwise: (i) be a date that is not a business day; (ii) be a date that is within a Blackout Period or (iii) be a date that is prior to Canopy Growth being in receipt of your executed copy of this Award Agreement, which confirms your agreement to comply with the terms and conditions of the Award Agreement and the Plan. In case of any of the foregoing, the Vesting Date is deemed to be adjusted to the business day immediately following the date of the event set out in (i), (ii) or (iii), described above, as the case may be.

Note 3: Section 13 of the Plan (Change in Control Provisions) shall not apply to any Awards (including the PSUs) granted hereunder unless otherwise determined by the Committee or the Board; provided, however, that the direct or indirect acquisition by the CBG Group (as defined below) of more than 50% of the combined voting power of Canopy Growth’s then outstanding securities as a result of the CBG Group’s beneficial ownership of common shares of Canopy Growth held as of the close of the private placement transaction with CBG Holdings LLC (“CBG”) completed on November 1, 2018 (the CBG Closing”), combined with common shares of Canopy Growth acquired by the CBG Group pursuant to the exercise of any or all of its warrants to purchase common shares of Canopy Growth that were held as of the CBG Closing shall not, in any event or circumstance, constitute a “Change in Control” within the meaning of the Plan. For purposes of this paragraph, “CBG Group” means Greenstar Canada Investment Limited, CBG, and Constellation Brands, Inc. and its respective direct and indirect subsidiaries.

Note 4: As soon as practicable following the vesting of PSUs, and in any event no later than March 15 of the year following the year in which a PSU vests (such March 15 date, the “Payment Deadline”), you will be issued one Common Share in settlement of each vested PSU. Settlement is subject to you making arrangements acceptable to Canopy Growth to satisfy applicable withholding taxes. Failure to do so by the Payment Deadline shall result in your forfeiture of the applicable PSUs to otherwise be settled.

The terms of this PSU grant are confidential and we expect that you will maintain the confidentiality of the grant and not disclose details to other members of the Canopy Growth team or anyone outside Canopy Growth.

This Award Agreement and your acceptance thereof are subject to the Plan. You acknowledge having received a copy of the Plan. If there is any inconsistency between the terms of this Award Agreement and the Plan, you acknowledge that the terms of the Plan shall govern. Canopy Growth may require, as a condition to the issuance of Common Shares pursuant to the settlement of vested PSUs, that you sell a sufficient number of Common Shares required to pay any federal, provincial/state or local withholding taxes required by law.

As a condition to the grant of your PSUs, you are required to indicate your agreement to comply with the terms and conditions of the Plan and this Award Agreement by signing the acknowledgement at the foot of this letter.

Dated this day of , 202X.

CANOPY GROWTH CORPORATION

David Klein

CEO

I accept the PSUs on the terms described in this Award Agreement and understand and agree that my PSUs are subject in all respects to the terms and conditions of the Award Agreement and the Plan. I have read, understood and agree to comply with the terms of this Award Agreement, its schedules and the Plan.



Signature				Address

SCHEDULE “A”

Grant Date, Vesting Date and Target

The grant date for this award is [Insert grant date] (the “Grant Date”). The vesting date for this award is [Insert Date that is the third anniversary of the Grant Date or such other date determined] or such other earlier date as determined by the Corporate Governance, Compensation and Nominating Committee (the “Committee”) in its sole discretion (the “Vesting Date”). The Target is [INSERT TARGET %] (“Target”) of your base salary of [INSERT CURRENCY AND AMOUNT OF BASE SALARY].

Performance Period

The performance period for this award is from April 1, 2021 to March 31, 2024, which comprises Fiscal Year 2022 (“Year 1”), Fiscal Year 2023 (“Year 2”) and Fiscal Year 2024 (“Year 3”) (the “Performance Period”).

Performance Vesting Conditions

The Performance Vesting Conditions for this award are (i) relative total shareholder return (“Relative TSR”) generated by Canopy Growth vs. a custom group of cannabis industry peers over the Performance Period as described below and (ii) Adjusted EBITDA generated by Canopy Growth over the Performance Period as described below.

Adjustment Factor

Each PSU consists of a conditional right to receive one Common Share, subject to achievement of the Performance Vesting Conditions during the Performance Period. The number of PSUs granted, as stated in this Award Agreement, is not a fixed number, but instead will be modified by an Adjustment Factor based on metric performance.

The Adjustment Factor shall be expressed as a percentage and calculated as follows:

Adjustment Factor (%) = (0.50 x Relative TSR Multiplier) + (0.50 x Adjusted EBITDA Multiplier)

The Committee may apply additional adjustments to the Adjustment Factor in circumstances where the outcome is inconsistent with the intent of the Plan.

Relative TSR Multiplier

The Relative TSR Multiplier will be calculated over the Performance Period with reference to both annual Relative TSR and three-year cumulative Relative TSR, on a combined basis as follows:

20% annual Relative TSR for Year 1 of the Performance Period;

20% annual Relative TSR for Year 2 of the Performance Period;

20% annual Relative TSR for Year 3 of the Performance Period;

40% three-year cumulative Relative TSR for the Performance Period.

Annually, Canopy Growth TSR will be determined by the Committee, in its sole discretion, for the most recently completed year, and, if the full Performance Period has been completed, for the Performance Period.

“Canopy Growth TSR” means, for any applicable measurement period, unless otherwise determined by the Committee in its sole discretion, Canopy Growth’s cumulative total shareholder return (assuming reinvestment of dividends) for the applicable period as reported by Bloomberg, adjusted based on the volume weighted average trading price of the Share Units on the Toronto Stock Exchange for the 30 trading days ending on the last trading day of the applicable measurement period.

Custom Performance Peer Group Measurement

Concurrently with determining the Canopy Growth TSR calculations set out above, the Committee will determine, in its sole discretion, the total shareholder return for the applicable periods for the following group of peers for this award (the “Performance Peer Group”):

Curaleaf Holdings, Inc;

Green Thumb Industries Inc.;

Tilray Inc. (Previously Aphria Inc.);

Cronos Group;

Sundial Growers Inc.;

Aurora Cannabis Inc.;

Organigram Holdings Inc.;

HEXO Corporation;

Charlotte’s Web Holdings, Inc.;

The Valens Company Inc.

TSR will be calculated based on the primary exchange on which each applicable peer company’s stock is traded (TSX or CSE) and denominated in Canadian Dollars. Dividends will be assumed to have been reinvested for additional shares on the ex-distribution date.

The Committee reserves the right to apply discretion in how to treat any member of the Performance Peer Group that is delisted during the Performance Period, including with respect to how such peer contributes (if at all) to the calculation of the Canopy Growth’s Relative TSR percentile ranking of the Performance Peer Group.

Percentile Ranking

The Relative TSR Multiplier for the annual measurement period and the three-year cumulative period shall be calculated as follows, linearly interpolated for performance between the specified levels:


Performance Level	Relative TSR Performance (Percentile)	Relative TSR Multiplier (as % of Target)
Maximum	Greater than or equal to 75^th		150	%
Target	50^th		100	%
Threshold	Less than or equal to 25^th		50	%

Adjusted EBITDA Multiplier

The Adjusted EBITDA Multiplier will be calculated over the Performance Period with reference to both the annual Adjusted EBITDA and a three-year cumulative Adjusted EBITDA, on a combined basis as follows:

20% annual Adjusted EBITDA for Year 1 of the Performance Period;

20% annual Adjusted EBITDA for Year 2 of the Performance Period;

20% annual Adjusted EBITDA for Year 3 of the Performance Period;

40% three-year cumulative Adjusted EBITDA for the Performance Period.

Annually, Canopy Growth Adjusted EBITDA will be determined by the Committee, in its sole discretion, for the most recently completed year, and, if the full Performance Period has been completed, for the Performance Period.

“Canopy Growth Adjusted EBITDA” means, for any applicable measurement period, unless otherwise determined by the Committee in its sole discretion, for any fiscal year of Canopy Growth, earnings before interest, tax, depreciation and amortization of Canopy Growth as set forth in the financial statements for Canopy Growth for such fiscal year then ended, adjusted to exclude share-based compensation (“SBC”), acquisition related costs including SBC, and other non-cash items pursuant to past practices and approved by the Audit Committee of the Board.

The Adjusted EBITDA Multiplier for a specific period shall be calculated as follows, linearly interpolated for performance between the specific levels:


Period	Threshold Adjusted EBITDA		Target Adjusted EBITDA		Maximum Adjusted EBITDA
Year 1 (FY22)	-$	190	-$	95	$	0
Year 2 (FY23)	-$	45	$	50	$	145
Year 3 (FY24)	$	205	$	300	$	395
3-Year Cumulative	$	-30	$	255	$	540

In MMs of U.S. Dollars


Performance Level	Adjusted EBITDA Multiplier (as % of Target)
Maximum or greater		150	%
Target		100	%
Threshold of less		50	%

Exhibit 10.5

LOGO

PERFORMANCE STOCK UNIT GRANT AGREEMENT

(CANADIAN EMPLOYEES)

(FOR SETTLEMENT IN COMMON SHARES ONLY)

To: Firstname Lastname

Date: Month Day, 202X

Note 1: All PSUs granted under this Award Agreement will vest on the Vesting Date, unless:

(a) You provide Canopy Growth with notice of resignation, in which case PSUs will cease to vest on the date on which you provide notice of resignation from your employment with Canopy Growth;

(b) Canopy Growth terminates your Service (as such term is defined in the Plan) for “cause” (as such term is defined in the Plan), in which case PSUs will cease to vest on that date;

(d) The law deems your Service to be terminated, in which case PSUs will cease to vest on the date deemed by law to be date of such termination.

Following the Vesting Date, you will not be entitled to any further vesting of PSUs nor to damages or compensation of any sort as a result of such limitation.

This Award Agreement and your acceptance thereof are subject to the Plan. You acknowledge having received a copy of the Plan. If there is any inconsistency between the terms of this Award Agreement and the Plan, you acknowledge that the terms of the Plan shall govern. Canopy Growth may require, as a condition to the issuance of Common Shares pursuant to the settlement of vested PSUs, that you sell a sufficient number of Common Shares required to pay any federal, provincial/state or local withholding taxes required by law.

Dated this day of , 202X.


CANOPY GROWTH CORPORATION


		David Klein
		CEO



Signature		Address

SCHEDULE “A”

Grant Date, Vesting Date and Target

Performance Period

Performance Vesting Conditions

Adjustment Factor

The Adjustment Factor shall be expressed as a percentage and calculated as follows:

Adjustment Factor (%) = (0.50 x Relative TSR Multiplier) + (0.50 x Adjusted EBITDA Multiplier)

The Committee may apply additional adjustments to the Adjustment Factor in circumstances where the outcome is inconsistent with the intent of the Plan.

Relative TSR Multiplier

The Relative TSR Multiplier will be calculated over the Performance Period with reference to both annual Relative TSR and three-year cumulative Relative TSR, on a combined basis as follows:

•

20% annual Relative TSR for Year 1 of the Performance Period;

•

20% annual Relative TSR for Year 2 of the Performance Period;

•

20% annual Relative TSR for Year 3 of the Performance Period;

•

40% three-year cumulative Relative TSR for the Performance Period.

Custom Performance Peer Group Measurement

•

Curaleaf Holdings, Inc;

•

Green Thumb Industries Inc.;

•

Tilray Inc. (Previously Aphria Inc.);

•

Cronos Group;

•

Sundial Growers Inc.;

•

Aurora Cannabis Inc.;

•

Organigram Holdings Inc.;

•

HEXO Corporation;

•

Charlotte’s Web Holdings, Inc.;

•

The Valens Company Inc.

Percentile Ranking

The Relative TSR Multiplier for the annual measurement period and the three-year cumulative period shall be calculated as follows, linearly interpolated for performance between the specified levels:


Performance Level	Relative TSR Performance (Percentile)	Relative TSR Multiplier (as % of Target)
Maximum	Greater than or equal to 75^th	150%
Target	50^th	100%
Threshold	Less than or equal to 25^th	50%

Adjusted EBITDA Multiplier

•

20% annual Adjusted EBITDA for Year 1 of the Performance Period;

•

20% annual Adjusted EBITDA for Year 2 of the Performance Period;

•

20% annual Adjusted EBITDA for Year 3 of the Performance Period;

•

40% three-year cumulative Adjusted EBITDA for the Performance Period.

The Adjusted EBITDA Multiplier for a specific period shall be calculated as follows, linearly interpolated for performance between the specific levels:


Period	Threshold Adjusted EBITDA		Target Adjusted EBITDA		Maximum Adjusted EBITDA
Year 1 (FY22)	-$	190	-$	95	$	0
Year 2 (FY23)	-$	45	$	50	$	145
Year 3 (FY24)	$	205	$	300	$	395
3-Year Cumulative	$	-30	$	255	$	540

In MMs of U.S. Dollars


Performance Level	Adjusted EBITDA Multiplier (as % of Target)
Maximum or greater		150	%
Target		100	%
Threshold of less		50	%

Exhibit 10.6

AMENDMENT to:

Executive Employment Agreement

This Amendment Agreement is made this 8^th day of June, 2021

B E T W E E N:

David Klein

(“Employee”)

- and -

Canopy Growth Corporation

(“Company”)

WHEREAS the Parties are parties to an Executive Employment Agreement made December 8, 2019, and as previously amended (the “Employment Agreement”);

AND WHEREAS the Company wishes to amend its long-term incentive plan so as to streamline its offerings and better align executive incentives with company performance;

AND WHEREAS the Employment Agreement provides that the same may be amended only by a written agreement executed by each of the parties thereto;

NOW THEREFOR the Parties agree as follows:

1.	The preamble is an integral part of this amending agreement and the Parties attest and warrant that the representations contained within such preamble are true and accurate.

2.	The third and forth paragraphs of Article 6 of the Employment Agreement, i.e. those starting with “You will be eligible to participate in…” and “Pursuant to the Stock Option Plan…” shall be deleted in their entirety with the following replaced in their stead:

You will be eligible to participate in Canopy Growth’s Amended and Restated Omnibus Incentive Plan, as approved by the Board and as amended from time to time (the “Incentive Plan”).

Not less than once every fiscal year, you will be eligible to receive a long-term incentive (“LTI”) award of 350% your Base Salary, which utilizes the Fair Market Value share price (as defined in the Incentive Plan) (“FMV price”) on the grant date. The award may be composed of one or more of the following: stock options (“Options”), restricted stock units (“RSUs”), performance share units (“PSUs”), and/or other form of equity authorized by the Incentive Plan to be awarded. The ratio of the various forms of equity (meaning the percentage of the award provided as, for example, Options versus RSUs) shall be in the complete discretion of the Board and may vary from award to award.

All such awards shall vest in accordance with the terms of the Incentive Plan unless modified by either (x) the terms of this Agreement; or (y) the terms of the individual award.

3.	The provision appearing in Article 6, under the heading “Inducement Grant” shall be corrected, such that it shall now read:

A grant of Options of CAD$20,000,000 using the FMV price on the Date of Grant (which shall be set based on the closing price of the Company stock on December 6, 2019), which shall, subject to meeting the conditions set out in i, ii and iii, vest in three equal portions on the 1^st, 2^nd and 3^rd anniversaries of the Date of Grant…

4.	The provisions of Article 6, under the heading “Stock Ownership Guidelines” shall be deleted in their entirety with the following replaced in their stead:

You agree to adhere to and abide by the Company’s Share Ownership Policy, as the same may be approved and amended on one or more occasions by the Board of Directors or any committee to which the Board may delegate authority for such policy.

5.	The whole of the termination provisions contained at Article 7 of the Employment Agreement are deleted, with the following replaced in their stead:

Your employment may cease under any of the following five (5) circumstances.

These termination provisions will apply throughout your employment with Company regardless of any changes to your salary, benefits, position title, or job responsibilities.

Notwithstanding anything in this Agreement, Company guarantees that you will at all times receive your minimum entitlements under the governing employment standards legislation in force at the time of your termination from employment.

Your Resignation

You may resign from your employment by giving us not less than six (6) weeks’ written notice.

At Company’s sole option, Company may waive the obligation for you to work in active employment during the period following the tendering of such notice of resignation. If Company elects to exercise its option to waive the obligation to work during the notice of resignation period, then you agree to be placed on garden leave without advancing the argument of constructive dismissal. Alternatively, the Company may elect to immediately terminate your employment and provide you with only the minimum statutory requirements required in consideration of the termination of one’s employment.

Termination by the Company Without Cause

Company shall be permitted to terminate your employment for reasons other than Cause or wilful misconduct, and for any reason not prohibited by statute, by providing you with all of, but no more than, the following:

(a)

A lump sum payment equal to two years Base Salary as in effect at the time of termination;

(b)

Two times the average actual amounts paid as STI during the prior two years (or two times the Target Award if you have worked for less than two years);

(c)

Any statutory severance pay that may be required to be provided to you pursuant to the provisions of the Employment Standards Act, 2000;

(d)

The continuation of any group insured benefits for a period of two years from the date of termination, subject to the provisions of applicable plans and policies (it being understood that any benefits that cannot be continued for the two-year period will be continued for the statutory notice period required under the ESA and you will receive a payment equal to the premium cost for any such benefits that cannot be continued beyond the statutory notice period);

(e)

The vesting of any outstanding PSUs, at actual performance levels, for all years already certified by the Board of Directors or any responsible committee thereof; and

(f)

Any other statutorily prescribed benefit not aforementioned.

You agree that as a condition of receiving any payments pursuant to the above paragraph that exceed the statutory entitlements provided by the ESA, you will be required to execute a release in favor of the Company, as well as immediately comply with section 7 of the Intellectual Property and Confidential Information Agreement.

You specifically acknowledge that by entering into this agreement you are hereby forfeiting your right to claim common law notice of termination, which may be greater than the amount of notice required to be provided to you pursuant to the provisions of this Agreement.

Termination by the Company For Cause

Company may terminate your employment for Cause, as hereinafter defined, and provide you with no more than the minimum statutory requirements required in consideration of the termination of one’s employment. For the purposes of this Agreement, Cause for termination of employment means any of the following not constituting wilful misconduct:

•

a material breach of this agreement or Company policies;

•

intentional destruction, improper use or abuse of company property;

•

violence in the workplace;

•

obscene conduct at our premises property or during Company-related functions at other locations;

•

harassment of your co-workers, supervisors, managers, customers, suppliers or other individuals associated with the Company;

•

insubordination or willful refusal to take directions;

•

repeated, unwarranted lateness, absenteeism or failure to report for work; or

•

personal conduct that prejudices the Company’s reputation, services or morale.

Termination by the Company for Wilful Misconduct

If you are found to be guilty of wilful misconduct, disobedience or wilful neglect of duty that is not trivial and has not been condoned by the employer, then Company may terminate your employment without notice, pay in lieu of notice, severance pay, or other liability.

Termination of Employment by Operation of Law

This Agreement and your employment hereunder may also be terminated by operation of law, in which case you shall be entitled to the receipt of any statutorily prescribed termination entitlements.

6.	The following text shall be inserted into Article 2 of the Intellectual Property and Confidential Information Agreement, being Schedule “A” to the Employment Agreement:

Nothing contained in this Agreement limits Employee’s ability to provide information to the Ontario Securities Commission, a recognized self-regulatory organization or a law enforcement agency about an act of the Company, or person acting on behalf of the person or company, that has occurred, is ongoing or is about to occur, and that Employee reasonably believes is contrary to securities law or a by-law or other regulatory instrument of a recognized self-regulatory organization.

Nothing contained in this Agreement limits Employee’s ability to cooperate with, testify at or otherwise assist or expressing an intention to cooperate, testify or otherwise assist in, (i) an investigation by the Ontario Securities Commission, a recognized self-regulatory organization or a law enforcement agency, or (ii) a proceeding of the Ontario Securities Commission or a recognized self-regulatory organization, or a judicial proceeding.

7.	Unless amended by the terms of this Amendment, the terms and conditions of the Employment Agreement shall continue to apply with full force and effect.

8.	The terms of this Amendment Agreement shall come into force as of the date of the making of this agreement.

SO AGREED:

This 8^th day of June, 2021:

/s/ Phil Shaer

Canopy Growth Corporation

Per: Phil Shaer

This day of , 2021

David Klein

Exhibit 10.7

AMENDMENT to:

Executive Employment Agreement

This Amendment Agreement is made this 8^th day of June, 2021

B E T W E E N:

Mike Lee

(“Employee”)

- and -

Canopy Growth Corporation

(“Company”)

WHEREAS the Parties are parties to an Executive Employment Agreement made March 31, 2020 (the “Employment Agreement”);

AND WHEREAS the Company wishes to amend its long-term incentive plan so as to streamline its offerings and better align executive incentives with company performance;

AND WHEREAS the Employment Agreement provides that the same may be amended only by a written agreement executed by each of the parties thereto;

NOW THEREFOR the Parties agree as follows:

1.	The preamble is an integral part of this amending agreement and the Parties attest and warrant that the representations contained within such preamble are true and accurate.

2.	Your Base Salary shall be increased to four hundred forty-seven thousand dollars ($447,000.00 USD) per year, subject to statutory withholdings and benefits deductions.

3.	The fifth and sixth paragraphs of Article 5 of the Employment Agreement, i.e. those starting with “You will continue to be eligible to participate in…” and “Pursuant to the Stock Option Plan…” shall be deleted in their entirety with the following replaced in their stead:

You will be eligible to participate in Canopy Growth’s Amended and Restated Omnibus Incentive Plan, as approved by the Board and as amended from time to time (the “Incentive Plan”).

Not less than once every fiscal year, you will be eligible to receive a long-term incentive (“LTI”) award of 300% your Base Salary, which utilizes the Fair Market Value share price (as defined in the Incentive Plan) (“FMV price”) on the grant date. The award may be composed of one or more of the following: stock options (“Options”), restricted stock units (“RSUs”), performance share units (“PSUs”), and/or other form of equity authorized by the Incentive Plan to be awarded. The ratio of the various forms of equity (meaning the percentage of the award provided as, for example, Options versus RSUs) shall be in the complete discretion of the Board and may vary from award to award.

All such awards shall vest in accordance with the terms of the Incentive Plan unless modified by either (x) the terms of this Agreement; or (y) the terms of the individual award.

4.	The provisions of Article 5, under the heading “Stock Ownership Guidelines” shall be deleted in their entirety with the following replaced in their stead:

5.	The whole of the termination provisions contained at Article 6 of the Employment Agreement are deleted, with the following replaced in their stead:

Your employment may cease under any of the following five (5) circumstances.

These termination provisions will apply throughout your employment with Company regardless of any changes to your salary, benefits, position title, or job responsibilities.

Your Resignation

You may resign from your employment by giving us not less than four (4) weeks’ written notice.

Termination by the Company Without Cause

(a)

The greater of:

Seventy-eight (78) weeks’ notice of termination or, at Company’s option, payment of Base Salary (plus applicable vacation pay) in lieu of such notice; or

ii.

the minimum amount of notice or pay in lieu of notice (plus applicable vacation pay) as is required to be provided to you pursuant to the provisions of the Ontario Employment Standards Act, 2000;

(b)

One and a half times the average actual amounts paid as STI during the prior two years;

(c)

COBRA benefits during the severance period;

(d)

Any statutory severance pay that may be required to be provided to you pursuant to the provisions of the Employment Standards Act, 2000;

(e)

The continuation of any statutorily prescribed benefits for the minimum amount of time prescribed by the provisions of the Employment Standards Act, 2000;

(f)

The vesting of any outstanding PSUs, at actual performance levels, for all years already certified by the Board of Directors or any responsible committee thereof; and

(g)

Any other statutorily prescribed benefit not aforementioned.

Termination by the Company For Cause

•

a material breach of this agreement or Company policies;

•

unacceptable performance standards;

•

intentional destruction, improper use or abuse of company property;

•

violence in the workplace;

•

obscene conduct at our premises property or during Company-related functions at other locations;

•

harassment of your co-workers, supervisors, managers, customers, suppliers or other individuals associated with the Company;

•

insubordination or willful refusal to take directions;

•

repeated, unwarranted lateness, absenteeism or failure to report for work; or

•

personal conduct that prejudices the Company’s reputation, services or morale.

Termination by the Company for Wilful Misconduct

Termination of Employment by Operation of Law

This Agreement and your employment hereunder may also be terminated by operation of law, in which case you shall be entitled to the receipt of any statutorily prescribed termination entitlements.

6.	The following text shall be inserted into Article 2 of the Intellectual Property and Confidential Information Agreement, being Schedule “A” to the Employment Agreement:

7.	Unless amended by the terms of this Amendment, the terms and conditions of the Employment Agreement shall continue to apply with full force and effect.

8.	The terms of this Amendment Agreement shall come into force as of the date of the making of this agreement.

SO AGREED:

This 8^th day of June, 2021:

/s/ Phil Shaer

Canopy Growth Corporation

Per: Phil Shaer

This day of , 2021

Mike Lee

Exhibit 10.8

AMENDMENT to:

Executive Employment Agreement

This Amendment Agreement is made this 8^th day of June, 2021

B E T W E E N:

Rade Kovacevic

(“Employee”)

- and -

Canopy Growth Corporation

(“Company”)

WHEREAS the Parties are parties to an Executive Employment Agreement made December 12, 2019, and as previously amended (the “Employment Agreement”);

AND WHEREAS the Company wishes to amend its long-term incentive plan so as to streamline its offerings and better align executive incentives with company performance;

AND WHEREAS the Employment Agreement provides that the same may be amended only by a written agreement executed by each of the parties thereto;

NOW THEREFOR the Parties agree as follows:

1.	The preamble is an integral part of this amending agreement and the Parties attest and warrant that the representations contained within such preamble are true and accurate.

2.	Your Base Salary shall be increased to six hundred fifteen thousand Canadian dollars and no cents (CAD $ 615,000.00) per year, subject to statutory and benefits deductions.

3.	The third and forth paragraphs of Article 5 of the Employment Agreement, i.e. those starting with “You will continue to be eligible to participate in…” and “Pursuant to the Stock Option Plan…” shall be deleted in their entirety with the following replaced in their stead:

You will be eligible to participate in Canopy Growth’s Amended and Restated Omnibus Incentive Plan, as approved by the Board and as amended from time to time (the “Incentive Plan”).

All such awards shall vest in accordance with the terms of the Incentive Plan unless modified by either (x) the terms of this Agreement; or (y) the terms of the individual award.

4.	The provision appearing in Article 5, under the heading “Inducement Grant” shall be corrected, such that it shall now read:

A grant of Options of CAD$1,350,000 using the FMV price on the Date of Grant (which shall be set based on the closing price of the Company stock on December 12, 2019), which shall, subject to meeting the conditions set out in i, ii and iii, vest in three equal portions on the 1^st, 2^nd and 3^rd anniversaries of the Date of Grant…

5.	The provisions of Article 5, under the heading “Stock Ownership Guidelines” shall be deleted in their entirety with the following replaced in their stead:

6.	The whole of the termination provisions contained at Article 6 of the Employment Agreement are deleted, with the following replaced in their stead:

Your employment may cease under any of the following five (5) circumstances.

These termination provisions will apply throughout your employment with Company regardless of any changes to your salary, benefits, position title, or job responsibilities.

Your Resignation

You may resign from your employment by giving us not less than four (4) weeks’ written notice.

Termination by the Company Without Cause

(a)

The greater of:

Seventy-eight (78) weeks’ notice of termination or, at Company’s option, payment of Base Salary (plus applicable vacation pay) in lieu of such notice; or

ii.

the minimum amount of notice or pay in lieu of notice (plus applicable vacation pay) as is required to be provided to you pursuant to the provisions of the Ontario Employment Standards Act, 2000;

(b)

One and a half times the average actual amounts paid as STI during the prior two years;

(c)

In addition to (b), pro-rated STI for the year worked to the date on which notice of termination is provided, as calculated in accordance with section 5 of this Agreement;

(d)

Any statutory severance pay that may be required to be provided to you pursuant to the provisions of the Employment Standards Act, 2000;

(e)

The continuation of any statutorily prescribed benefits for the minimum amount of time prescribed by the provisions of the Employment Standards Act, 2000;

(f)

The vesting of any outstanding PSUs, at actual performance levels, for all years already certified by the Board of Directors or any responsible committee thereof; and

(g)

Any other statutorily prescribed benefit not aforementioned.

Termination by the Company For Cause

•

a material breach of this agreement or Company policies;

•

unacceptable performance standards;

•

intentional destruction, improper use or abuse of company property;

•

violence in the workplace;

•

obscene conduct at our premises property or during Company-related functions at other locations;

•

harassment of your co-workers, supervisors, managers, customers, suppliers or other individuals associated with the Company;

•

insubordination or willful refusal to take directions;

•

repeated, unwarranted lateness, absenteeism or failure to report for work; or

•

personal conduct that prejudices the Company’s reputation, services or morale.

Termination by the Company for Wilful Misconduct

Termination of Employment by Operation of Law

This Agreement and your employment hereunder may also be terminated by operation of law, in which case you shall be entitled to the receipt of any statutorily prescribed termination entitlements.

7.	The following text shall be inserted into Article 2 of the Intellectual Property and Confidential Information Agreement, being Schedule “A” to the Employment Agreement:

8.	Unless amended by the terms of this Amendment, the terms and conditions of the Employment Agreement shall continue to apply with full force and effect.

9.	The terms of this Amendment Agreement shall come into force as of the date of the making of this agreement.

SO AGREED:

This 8^th day of June, 2021:

/s/ Phil Shaer

Canopy Growth Corporation

Per: Phil Shaer

This day of , 2021

Rade Kovacevic

Exhibit 10.9

AMENDMENT to:

Executive Employment Agreement

This Amendment Agreement is made this 8^th day of June, 2021

B E T W E E N:

Phil Shaer

(“Employee”)

- and -

Canopy Growth Corporation

(“Company”)

WHEREAS the Parties are parties to an Executive Employment Agreement made August 7, 2020 (the “Employment Agreement”);

AND WHEREAS the Company wishes to amend its long-term incentive plan so as to streamline its offerings and better align executive incentives with company performance;

AND WHEREAS the Employment Agreement is silent on the subject of share ownership;

AND WHEREAS the Employment Agreement provides that the same may be amended only by a written agreement executed by each of the parties thereto;

NOW THEREFOR the Parties agree as follows:

1.	The preamble is an integral part of this amending agreement and the Parties attest and warrant that the representations contained within such preamble are true and accurate.

2.	Your Base Salary shall be increased to three hundred forty-five thousand Canadian dollars and no cents (CAD $345,000.00) per year, subject to statutory and benefits deductions.

3.	Article 5, Paragraph (c) of the Employment Agreement shall be deleted in its entirety, with the following replaced in its stead:

You will be eligible to participate in Canopy Growth’s Amended and Restated Omnibus Incentive Plan, as approved by the Board and as amended from time to time (the “Incentive Plan”).

Notwithstanding the terms of the Incentive Plan, any unvested options or RSUs granted to you on or before December 31, 2019 and held by you at the time of your termination shall continue to vest for a one year period following your termination provided it was without cause.

Not less than once every fiscal year, you will be eligible to receive a long-term incentive (“LTI”) award of 200% your Base Salary, which utilizes the Fair Market Value share price (as defined in the Incentive Plan) (“FMV price”) on the grant date. The award may be composed of one or more of the following: stock options (“Options”), restricted stock units (“RSUs”), performance share units (“PSUs”), and/or other form of equity authorized by the Incentive Plan to be awarded. The ratio of the various forms of equity (meaning the percentage of the award provided as, for example, Options versus RSUs) shall be in the complete discretion of the Board and may vary from award to award.

All such awards shall vest in accordance with the terms of the Incentive Plan unless modified by either (x) the terms of this Agreement; or (y) the terms of the individual award.

4.	The following language shall be inserted as Paragraph (f) to Article 5 of the Employment Agreement under the heading “Share Ownership”:

5.	A new paragraph shall be inserted into Article 6, Paragraph (b), Subparagraph (i), to be styled (“b.1”) and to appear immediately following (b), which reads, “one and a half times the average actual amounts paid as STI during the prior two years”, which new paragraph shall read as follows:

(b.1) the vesting of any outstanding PSUs, at actual performance levels, for all years already certified by the Board of Directors or any responsible committee thereof.

6.	The following text shall be inserted into Article 2 of the Intellectual Property and Confidential Information Agreement, being Schedule “A” to the Employment Agreement:

7.	Unless amended by the terms of this Amendment, the terms and conditions of the Employment Agreement shall continue to apply with full force and effect.

8.	The terms of this Amendment Agreement shall come into force as of the date of the making of this agreement.

SO AGREED:

This 8^th day of June, 2021:

Canopy Growth Corporation

Per: David Klein

This day of , 2021

Phil Shaer