EX-10.11 4 veranoannualbonusplan.htm EX-10.11 Document

VERANO HOLDINGS CORP. ANNUAL BONUS PLAN

1.Purpose. The purpose of the Verano Holdings Corp. Annual Bonus Plan (as may be amended, this “Plan”) is to motivate and reward eligible employees by making a portion of their compensation dependent on the achievement of certain goals, which may include but are not limited to corporate, business unit and individual performance goals.
2.Definitions. As used in this Plan, the following terms have the meanings specified below:
Affiliate” means any direct or indirect subsidiary of the Company or any corporation or other entity controlled by the Company.
Award” means an award granted pursuant to this Plan, the payment of which will be contingent on the terms and conditions set forth in this Plan.
Base Salary” means the Participant’s annualized rate of base salary on the last day of the Performance Period before (a) deductions for taxes or benefits and (b) deferrals of compensation pursuant to any Company or Affiliate-sponsored plans.
Board” means the Board of Directors of the Company, as constituted from time to time.
Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, including any regulations or authoritative guidance promulgated thereunder and successor provisions thereto.
Committee” means the Board, or any committee appointed by the Board, to administer this Plan.
Company” means Verano Holdings Corp., a Nevada corporation, and any successor thereto.
Company Performance Metrics” means the target goals approved by the Committee, in its sole discretion, to be applicable to a Participant for any Performance Period with respect to Company-wide performance. Company Performance Metrics will be based upon one or more Performance Criteria, each of which may carry a different weight, and which may differ from Participant to Participant. Company Performance Metrics may include a threshold level of performance below which no Award will be paid and levels of performance at which specified percentages of the Target Award will be paid and may also include a
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maximum level of performance above which no additional Award amount will be paid.
Individual Performance Metrics” means the goals selected to be applicable to a Participant for any Performance Period. Individual Performance Metrics will relate to (a) the Participant’s individual performance and contributions to the Company, (b) the performance and contributions to the Company of the business unit in which such Participant is employed, or (c) a combination of the foregoing clauses (a) and (b).
Participant” means a person who is eligible to participate in this Plan, as such eligibility is approved by the Committee.
Performance Criteria” means the performance criteria upon which one or more Performance Metrics for a particular Performance Period are based. Such Performance Criteria may relate to the performance of the Company as a whole, an Affiliate, a business unit, division, department, individual or any combination of these and may be applied on an absolute basis and/or relative to one or more peer group companies or indices, or any combination thereof, as the Committee may approve in its discretion.
Performance Metrics” means, collectively, Company Performance Metrics and Individual Performance Metrics.
Performance Period” means the period for which performance is calculated.
Shares” means shares of common stock of the Company.
Target Award” means the target award payable under this Plan to a Participant for a particular Performance Period, generally expressed as a percentage of the Participant’s Base Salary. In certain circumstances, the target award may be expressed as a fixed amount, as may be determined by the Committee in its sole discretion.
3.Administration. This Plan will be administered by the Committee.

a.Authority of the Committee. Subject to the provisions of this Plan and applicable law, the Committee has the power, in addition to other express powers and authorizations conferred on the Committee by this Plan, to: (i) designate Participants; (ii) determine the terms and conditions of any Award; (iii) determine whether, and to what extent, the Company Performance Metrics for the applicable Performance Period have been achieved; (iv) determine whether, to what extent, and under what circumstances Awards may be forfeited or suspended; (v) interpret, administer, reconcile any inconsistency, correct any
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defect and/or supply any omission in this Plan or any instrument or agreement relating to, or Award granted under, this Plan; (vi) establish, amend, suspend, or waive any rules for the administration, interpretation and application of this Plan; (vii) adopt such procedures and subplans as are necessary or appropriate to permit participation in this Plan by employees who are foreign nationals or employed outside of the United States; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Plan.

b.Delegation by the Committee. To the extent permitted by law and the rules and regulations of any applicable securities regulators or securities exchange, the Committee, in its sole discretion, may delegate all or part of its authority and powers under this Plan to one or more directors and/or officers of the Company, other than the final approval of the achievement of the Company Performance Metrics.

c.Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of this Plan will be final, conclusive and binding on all persons, and will be given the maximum deference permitted by law.

d.Agents; Limitation of Liability. The Committee may appoint agents to assist in administering this Plan. The Committee and each member thereof are entitled to, in good faith, rely or act upon any report or other information furnished to it, him or her by any officer or employee of the Company, the Company’s certified public accountants, consultants or any other agent assisting in the administration of this Plan. Members of the Committee and any officer or employee of the Company acting at the direction or on behalf of the Committee will not be personally liable for any action or determination taken or made in good faith with respect to this Plan, and will, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

4.Terms of Awards.

a.Determination of Target Awards. The Committee, in its sole discretion, will approve the Target Award for each Participant and may delegate such determination of the Target Award and approval thereof to any officer of the Company for Participants who are not executive officers of the Company.

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b.Determination of Company Performance Metrics and Performance Formula. The Committee, in its sole discretion, will approve the Company Performance Metrics for the Performance Period and will approve a formula for determining the percentage of the Target Award which may be payable based upon the level of attainment of Company Performance Metrics and Individual Performance Metrics for the Performance Period.

c.Adjustment of Performance Metrics. The Committee may adjust or modify a Performance Metric for a Performance Period, as it determines is appropriate.

5.Payment of Awards.

a.Employment Requirement.

i.Generally. Except as otherwise provided in this Plan or in an employment agreement between a Participant and the Company or an Affiliate, or as determined by the Committee in its sole discretion, a Participant must be employed on the date of payment to receive an Award.

ii.Employment Agreement. If a Participant is subject to an employment agreement between a Participant and the Company or an Affiliate and such employment agreement provides that a Participant is not required to be employed on date of payment to receive an Award, Section (a)(i) is not applicable, and the Participant is subject to any requirements set forth in such employment agreement.

iii.Leaves of Absence. A Participant on an approved leave of absence at such time will be considered to be employed on the date of payment with respect to Section (a)(i), or on any required employment date set forth in an employment agreement between the Participant and the Company or an Affiliate with respect to Section (a)(ii) (unless provided otherwise in such employment agreement).

b.Determination of Performance Metrics. Following the completion of each Performance Period, the Committee will determine the extent to which the Performance Metrics have or have not been achieved or exceeded, and may delegate such determination with respect to Individual Performance Metrics to any officer of the Company for Participants who are not executive officers of the Company.
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c.Determination of Awards. To the extent that the Performance Metrics are achieved, the Committee will then approve the amount of the Awards.

i.If a Participant is on an approved leave of absence for a portion of a Performance Period, or is otherwise not employed during the entire Performance Period, the Participant may receive a prorated Award reflecting participation for the period during which the Participant was actively employed and not any period when the Participant was on a leave of absence or not employed.

ii.In determining the amount of each Award, the Committee may reduce, eliminate or increase the amount of an Award if it determines such reduction, elimination, or increase is appropriate.

d.Timing of Payment. Awards will be paid in the calendar year immediately following the end of the Performance Period.

e.Form of Payment. All Awards hereunder will be paid, less required deductions and withholding, in cash, Shares or at the sole discretion of the Committee, a combination of Shares and cash in a proportion determined by the Committee in its sole discretion.

6.General Provisions.

a.Compliance with Legal Requirements. This Plan and the granting of Awards will be subject to all applicable federal and state laws, rules and regulations, and to such approvals by the Company’s shareholders or any regulatory or governmental agency as may be required.

b.Non-transferability. A Participant’s rights and interests under this Plan, including any Award previously made to such person or any amounts payable under this Plan, may not be assigned, pledged, or transferred, except in the event of the Participant’s death, to a designated beneficiary in accordance with this Plan, or in the absence of such designation, by will or the laws of descent or distribution.

c.No Right to Employment. Nothing in this Plan, in any Award or any related notice, document or agreement will confer upon any person the right to continue
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in the employment of the Company or any Affiliate or affect the right of the Company or any Affiliate to terminate the employment of any Participant.

d.No Right to Award. Unless otherwise expressly set forth in this Plan or in an employment agreement between the Company and a Participant or an Affiliate, a Participant will not have any right to any Award under this Plan until such Award has been paid to such Participant and participation in this Plan in one Performance Period does not connote any right to become a Participant in this Plan in any future Performance Period.

e.Withholding. The Company will have the right to withhold from any Award any federal, state or local income and/or payroll taxes required by law to be withheld and to take such other action as the Committee may deem advisable in its sole discretion to enable the Company and the Participant to satisfy obligations for the payment of withholding taxes and other tax obligations relating to an Award.

f.Amendment or Termination of this Plan. This Plan is effective as of March 11, 2026. The Committee may, at any time, amend, suspend or terminate this Plan in whole or in part, provided that any such amendment must comply with Section 409A of the Code, to the extent applicable, and any other applicable law. Notwithstanding the foregoing, no amendment may adversely affect the material rights of any Participant to Awards allocated to such Participant prior to such amendment, suspension or termination without such Participant’s consent, unless deemed necessary by the Company to (i) comply with applicable law, including Section 409A of the Code, or (ii) preserve favorable accounting treatment for the Company.

g.Unfunded Status. Nothing contained in this Plan, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between the Company and any Participant, beneficiary or legal representative or any other person. To the extent that a person acquires a right to receive payments under this Plan, such right will be no greater than the right of an unsecured general creditor of the Company. All cash payments made hereunder will be paid from the general funds of the Company and no special or separate fund will be established and no segregation of assets will be made to assure payment of such amounts except as expressly set forth in this Plan. This Plan is not intended to be subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA).

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h.Governing Law. This Plan will be construed, administered and enforced in accordance with the laws of the state of Nevada without regard to conflicts of law.

i.Beneficiaries. To the extent that the Committee permits beneficiary designations, any payment of Awards due under this Plan to a deceased Participant will be paid to the beneficiary duly designated by the Participant in accordance with the Company’s practices. If no such beneficiary has been designated or survives the Participant, payment will be made by will or the laws of descent or distribution.

j.Section 409A of the Code. This Plan and all Awards hereunder are intended comply with Section 409A of the Code as permissible payments upon a set payment date, and this Plan, and all Awards and payments hereunder, will be interpreted and construed consistently with that intent. The provisions of Section 409A of the Code are incorporated herein by reference to the extent necessary for any Award that is subject to Section 409A of the Code to comply therewith. Notwithstanding the foregoing, each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant with respect to this Plan and any Award under Section 409A of the Code.

k.Expenses. All costs and expenses in connection with the administration of this Plan will be paid by the Company.

l.Section Headings. The headings of this Plan have been inserted for convenience of reference only and in the event of any conflict, the text of this Plan, rather than such headings, will control.

m.Severability. In the event that any provision of this Plan will be considered illegal or invalid for any reason, such illegality or invalidity will not affect the remaining provisions of this Plan, but will be fully severable, and this Plan will be construed and enforced as if such illegal or invalid provision had never been contained therein.

n.Gender and Number. Except where otherwise indicated by the context, wherever used, the masculine pronoun includes the feminine pronoun; the plural includes the singular, and the singular includes the plural.

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o.Non-exclusive. Nothing in this Plan limits the authority of the Company, the Board or the Committee to adopt such other compensation arrangements, as it may deem desirable for any Participant.

p.Notice. Any notice to be given to the Company or the Committee pursuant to the provisions of this Plan must be in writing and directed to [***]@email.

q.Successors. All obligations of the Company under this Plan with respect to Awards granted hereunder will be binding upon any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, combination, merger, consolidation or otherwise, of all or substantially all of the business or assets of the Company, taken as a whole.

r.Clawback and Legal Rights. All Awards are subject to the Company’s Clawback Policy as in effect from time to time and, in accordance with such policy, may be subject to the requirement that all or a portion of paid Awards be repaid to the Company after they have been distributed to a Participant. The action permitted to be taken by the Committee under this Section is in addition to, and not in lieu of, all other rights of the Committee, the Board and/or the Company under applicable law and apply notwithstanding anything to the contrary in this Plan.
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