Item 5.02
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Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Interim Chief Executive Officer
On September 27, 2019, our Board appointed
Ms. Amy Trombly as our Interim Chief Executive Officer for an initial term of three months, subject to a mutual extension by one-month
increments. In connection with Ms. Trombly’s appointment as our interim Chief Executive Officer, we verbally agreed to the
following terms of employment while a formal employment agreement is still being negotiated. We agreed to pay Ms. Trombly a base
salary of $25,000 per month which amount will include legal services traditionally provided by Ms. Trombly to the Company. Certain
legal services not performed by Ms. Trombly may continue to be billed by Trombly Business Law, PC., a firm owned and managed by
Ms. Trombly. The Board and Ms. Trombly also agreed that Ms. Trombly will dedicate the time necessary to perform the functions required
by the CEO position, however she may continue to represent other clients in her role as attorney from time to time.
The Board has initiated a search for a
CEO with deep industry experience.
Amy Trombly, 52, has counseled public companies
for two decades in corporate and securities law and mergers and acquisitions. She has owned and managed Trombly Business Law, PC
since 2002. In her earlier career, Ms. Trombly was a Vice President at State Street Bank and Special Counsel at the U.S. Securities
and Exchange Commission. Ms. Trombly is a member of the bar in Massachusetts and Colorado.
There are no arrangements or understandings
between Ms. Trombly and any other persons pursuant to which she was appointed to serve on the Board, nor were there any transactions
or proposed transactions involving Ms. Trombly as a participant as required to be disclosed by Item 404(a) of Regulation S-K.
Appointment of Chief Financial Officer
On September 27, 2019, our Board appointed
Mr. John Dal Poggetto as our Chief Financial Officer. In connection with Mr. Dal Poggetto’s appointment as our Chief Financial
Officer, we verbally agreed to the following terms of employment while a formal employment agreement is still being negotiated.
We agreed to pay Mr. Dal Poggetto an annual base salary of $230,000, a bonus of up to 40% of the base salary conditioned on the
achievement of mutually agreeable short and long term milestones, and to award an amount not to exceed $100,000 in restricted shares
of common stock to vest in equal annual installments over a three year term.
John Dal Poggetto, 48, has served as Sonoma’s
Executive Vice President of Finance since 2017 and prior to that was the Company’s Controller since 2002. He has extensive
knowledge of our Company’s business and operations.
Previously, on January 31, 2019, we entered
into an indemnification agreement with Mr. Dal Poggetto. The indemnification agreement sets forth the circumstances and procedures
pursuant to which we agree, by contract, to indemnify our directors and certain of our officers against claims and losses arising
from their services as directors and officers. The agreement is substantially identical to the form of indemnification agreement
filed as Exhibit 10.1 to our Registration Statement on Form S-1 (File No. 333-135584), as amended, declared effective on January
24, 2007.
There are no arrangements or understandings
between Mr. Dal Poggetto and any other persons pursuant to which he was appointed to serve on the Board, nor were there any transactions
or proposed transactions involving Mr. Dal Poggetto as a participant as required to be disclosed by Item 404(a) of Regulation S-K.
Departure of Chief Executive Officer, Interim Chief Financial
Officer
On September 25,
2019, Mr. Bubba Sandford left Sonoma after nine months as CEO and interim CFO after successfully evaluating the Company’s
prospects while substantially reducing its cash burn. Mr. Sandford will remain on the Board of Directors for six months following
his departure date.