Item 1.01 Entry into a Material Definitive Agreement.
On December 30, 2020, Arcimoto, Inc., (the "Company") entered into an agreement
to purchase certain buildings and real estate located within the City of Eugene,
Oregon.
The Company has agreed to purchase the properties commonly known as 311 Chambers
Street and 1480 West 3rd Avenue, from RLA Holdings, LLC for the total purchase
price of Ten Million Two Hundred Fifty Thousand dollars ($10,250,000.00). The
Company pledged Eighty Thousand Dollars ($80,000) via a promissory note as
earnest money for the transaction. The sale is contingent upon the Company's
complete and unconditional approval of: (i) the property and its physical
condition, zoning and land use restrictions, and all systems, utilities, and
access rights pertaining to the property; (ii) The seller's documents; (iii)
securing financing; (iv) a Phase I environmental assessment & all appropriate
inquiries investigation so as to protect the Company under CERCLA; and (v)
anything else the Company deems necessary. Closing is scheduled to occur on
March 31, 2021 but may be extended depending on the results of the Company's
inspections. RLA Holdings, LLC will be permitted to rent back the 311 Chambers
St property after closing for up to 6 months at a rate of $50,000 per month plus
all utilities, taxes, insurance, and maintenance expenses.
The Company intends to utilize these properties to improve its production
capabilities.
The foregoing description is qualified in its entirety by reference to the
purchase agreement, a copy of which is being filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 30, 2020, the Board of Directors of the Company approved an
employment agreement ("Employment Agreement") for its President and Chief
Executive Officer, Mark D. Frohnmayer, dated to be effective January 1, 2021.
The term of the Employment Agreement is for two years. Mr. Frohnmayer will
receive a salary of Two Hundred Twenty Thousand Dollars ($220,000) per year. If
the Company elects not to renew the Employment Agreement or if Mr. Frohnmayer is
terminated by the Company without "cause" as defined in the Employment Agreement
or Mr. Frohnmayer terminates his employment for "good reason" as defined in the
Employment Agreement, provided that Mr. Frohnmayer executes a release and
separation agreement in a form provided by the Company, he will receive
continuing payments of the then effective Base Salary plus the costs of
insurance COBRA for Twelve (12) months. The foregoing description is qualified
in its entirety by reference to the Employment Agreement, a copy of which is
being filed as Exhibit 10.2 to this Current Report on Form 8-K and is
incorporated herein by reference.
Also on December 30, 2020, the Company adopted the Arcimoto, Inc. 2021 Director
Compensation Plan. Members of the Board of Directors, including President and
Chief Executive Officer, Mark D. Frohnmayer, and Chief Operations Officer, Terry
L. Becker, are eligible to earn compensation for service on the Company's Board
of Directors. The compensation is in the form of a series of retainers which
will be divided into quarterly increments and paid out in equity under the terms
of the Company's 2018 Omnibus Stock Incentive Plan. The retainer schedule is as
follows:
Board Member Retainer: $ 50,000 Per Annum (each)
Chairman Retainer: $ 25,000 Per Annum
Lead Director Retainer: $ 12,500 Per Annum
Audit Committee Chair Retainer: $ 9,000 Per Annum
Audit Committee Member Retainer: $ 7,500 Per Annum
Compensation Committee Chair Retainer: $ 5,000 Per Annum
Compensation Committee Member Retainer: $ 4,000 Per Annum
Nominating and Governance Chair Retainer: $ 5,000 Per Annum
Nominating and Governance Member Retainer: $ 4,000 Per Annum
The foregoing description is qualified in its entirety by reference to the
Arcimoto, Inc. 2021 Director Compensation Plan, a copy of which is being filed
as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Purchase Agreement between Arcimoto, Inc. and RLA Holdings, LLC.
10.2 Employment Agreement by and among Arcimoto, Inc. and Mark D.
Frohnmayer, dated to be effective January 1, 2021.
10.3 Arcimoto, Inc. 2021 Director Compensation Plan.
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