Item 5.02 Departure of Directors or Principal Officers; Appointment of Principal
Officer
In conjunction with the Share Exchange Agreement, on May 28, 2021, Bruce Bent
resigned as President of the Registrant and the Board of Directors appointed
Brandon Robinson to serve as President and Director of the Registrant.
Brandon Robinson was the co-founder and Chief Executive Officer of Horizon
Aircraft, Inc., Mr. Robinson holds a Mechanical Engineering degree from the
Royal Military College of Canada, is a CF-18 Fighter Pilot Top Gun graduate, has
an MBA from Royal Roads University, and has led more than $400 million in
complex engineering projects.
On May 28, 2021, the Registrant entered into an employment agreement with
Brandon Robinson to act as President of the Registrant. The employment
agreement shall be for an indefinite period and may be terminated by Mr.
Robinson or the Registrant at will.
The annual salary shall be as established by the Board of Directors and in force
and effect as at the 28th day of May 2021, which is initially $275,000 and
thereafter shall be such other amount as may be determined by the Board of
Directors in its review of the annual salary in the fourth quarter of each
fiscal year to be effective January 1 of the following year, or as otherwise
adjusted during any given calendar year.
From time to time, the Board of Directors may decide to allocate funds based on
performance of Mr. Robinson into a management bonus. The timing, amount and
other factors involved in such a decision are solely at the discretion of the
Board of Directors and the Compensation Committee Chair.
In addition, subject to the approval of the Board of Directors, Mr. Robinson
will be granted common stock and/or options. The option will be granted under
stock plan (as amended from time to time, the Plan) and related stock option
documents. The option will have an exercise price per share equal to the fair
market value of one share of common stock on the date of grant, as determined by
the Board of Directors. As a condition of receipt of the option, Mr. Robinson
will be required to sign standard form of stock option agreement (the Option
Agreement) and the option will be subject to the terms and conditions of the
plan, the option agreement and the employment agreement. The option will vest
over a three-year period from the effective date subject to Mr. Robinson's
continued service.
Mr. Robinson shall also receive medical and dental benefits and any other
benefits which may be made available to employees or other executives of the
Registrant from time to time during the term of the employment agreement,
including but not limited to life or disability insurance and pension benefits.
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