Item 1.01 Entry Into a Material Definitive Agreement
See Item 5.02 below.
Item 5.02 Compensatory Arrangements of Officers and Directors
On
The terms of the contracts are set forth below:
Term James Robertson Chris Polimeni Salary/Benefits$425,000 with minimum$25,000 $400,000 with any increases to be increase per annum. Benefits and negotiated between the executive and expense reimbursement as per the Company. Benefits and expense standard Company policy.$1.5 reimbursement as per standard million life insurance policy Company policy.$1.5 million life for the benefit of the insurance policy for the benefit of executive's beneficiaries shall the executive's beneficiaries shall be paid for by the Company. Upon be paid for by the Company. change in control, the executive shall be granted two times base salary plus pro rated bonus. Term 5 years with automatic 1 year 5 years with automatic 1 year extensions unless notice of extensions unless notice of termination is given by either termination is given by either party party at least 60 days before at least 60 days before the end of the end of initial or any initial or any extended term. extended term. Vacation/PTO 35 business days and may carry Five 5-day weeks and executive may over up to 20 days per year. carry over up to 40 hours per year. Termination Customary and commercially Customary and commercially standard standard terms for termination terms for termination for cause, not for cause, not for cause, for for cause, for good reason and for good reason and for death and death and disability and the like. disability and the like. Assignment of IP All intellectual property All intellectual property Rights development under and during the development under and during the term of the agreement shall be term of the agreement shall be deemed property of the Company. deemed property of the Company. Noncompete and Customary and usual noncompete Customary and usual noncompete and nonsolicitation and nonsolicitation during the nonsolicitation during the agreement agreement and for one year after and for one year after termination termination Bonuses Executive is entitled to an Executive is entitled to an annual annual bonus equal to 25% of bonus equal to 25% of base salary in base salary in cash and at least cash and at least 200% of base 200% of base salary in equity. salary in equity. All equity bonuses All equity bonuses shall be in shall be in RSUs payable in six RSUs payable in six equal equal amounts over six calendar amounts over six calendar quarters from end of year for which quarters from end of year for grant is made. There is a make whole which grant is made. Executive cash bonus of$250,000 , with may also be entitled to a$150,000 payable within 30 days of signing bonus as determined by commencement of agreement with the Board of Directors.$100,000 within 6 months of commencement. Executive shall also be entitled to a make whole RSU grant, as determined by the Board, to vest 25% at the end of the first and second year of employment, and 50% at the end of the third year of employment. Performance/milestone If the Company's common stock is If the Company's common stock is RSU Grants publicly traded during the Term publicly traded during the Term and and the market capitalization of the market capitalization of the the Company is, for ten (10) Company is, for ten (10) consecutive consecutive trading days during trading days during the Term, at or the Term, at or above the above the following milestones, following milestones, Executive Executive shall receive, within five shall receive, within five business days following such 10th business days following such consecutive trading day, an Equity 10th consecutive trading day, an Award of shares of Company common Equity Award of shares of stock that: (a) shall vest upon the Company common stock that: (a) later of January 31, 2025 and the shall vest upon the later of end of the third full month January 31, 2025 and the end of following the date of the grant; and the third full month following (b) upon the date of the grant, the date of the grant; and (b) shall have an aggregate value equal upon the date of the grant, to the amount set forth next to the shall have an aggregate value applicable milestone below based on equal to the amount set forth the closing price of the common next to the applicable milestone stock on the Principal Market on the below based on the closing price date of the grant. of the common stock on the Principal Market on the date of the grant. Company Market Capitalization Milestone Amount of Equity Award $ 250,000,000 $ 2,500,000 $ 500,000,000 $ 3,500,000 $ 750,000,000 $ 5,000,000 $ 1,000,000,000 $ 7,000,000 $ 1,250,000,000 $ 10,000,000 Every additional$250,000,000 thereafter (cumulated with the applicable immediately preceding milestone) $ 3,500,000 Item 9.01 Exhibits 99.1 Employment Agreement with James Robertson 99.2 Employment Agreement with Chris Polimeni 104 Cover Page Interactive Data File
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