Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Directors; Compensatory Arrangements of Certain
Officers.
On February 13, 2023, Awaysis Capital, Inc. (the "Company") entered into an
employment agreement with each of Michael Singh, the Company's Chairman and
Chief Executive Officer, and Andrew Trumbach, the Company's President and a
director.
Employment Agreement with Michael Singh
Pursuant to Mr. Singh's employment agreement (the "Singh Agreement") with the
Company, Mr. Singh will receive an annual base salary of $750,000 (the "Singh
Base Salary"), retroactive to December 1, 2021 which was the approximate date he
commenced his employment relationship with the Company. The Singh Base Salary
will be reviewed on an annual basis to determine potential increases, if any,
based on Mr. Singh's performance and that of the Company. The Singh Base Salary
may be paid in shares of the Company's common stock or cash depending on cash
availability and as agreed to by the Company and Employee.
Mr. Singh was granted (a) restricted shares of Company common stock pursuant to
a Restricted Stock Agreement (the "Singh Restricted Stock Agreement") equal in
value to $500,000 and at an assumed per share value of par value, or 50,000,000
shares (the "Singh Restricted Stock"), which Singh Restricted Stock shall vest
50% on the date of grant and 50% on December 1, 2023, and (b) options to
purchase an aggregate of 11,250,000 shares of the Company's common stock
pursuant to a Stock Option Agreement (the "Singh Option Agreement"), at an
exercise price per share equal to the fair market value of the Company's common
stock on the date of grant, and which shall vest upon grant. He will also be
entitled to participate in the Company's incentive plans from time to time. Upon
entering into the Singh Agreement, Additionally, Mr. Singh may earn an annual
bonus of up to 100%-400% of Singh Base Salary, payable based on objectives and
performance in the previous fiscal year.
Mr. Singh is also entitled to customary benefits and vacation, and is subject to
customary confidentiality, ownership of intellectual property,
non-disparagement, non-solicitation and non-compete provisions, as described in
the Singh Agreement.
The Singh Agreement may be terminated by the Company at any time without prior
notice for "Cause", as defined in the Singh Agreement. Upon termination for
Cause, Mr. Singh will be provided with any unpaid, earned Singh Base Salary up
to the date of termination.
The Singh Agreement may be terminated at any time without Cause, and provided
that Mr. Singh executes a general release, the Company shall pay to Mr. Singh an
amount equal to 12-months' Singh Base Salary (the "Singh Severance") plus
accrued unused vacation; provided that the Company shall not be required to pay
the Singh Severance in the event the Company elects to enforce the Singh
Agreement's non-competition provisions and pay salary post-termination pursuant
to the terms of the Singh Agreement.
Mr. Singh can terminate the Singh Agreement and his employment at any time for
any reason on 30 days prior written notice. In case of "Good Reason," as defined
in the Singh Agreement, the Company shall pay to Mr. Singh the Singh Severance
plus accrued unused vacation; provided that the Company shall not be required to
pay the Singh Severance in the event the Company elects to enforce the Singh
Agreement's non-competition provisions and pay salary post-termination pursuant
to the terms of the Singh Agreement.
If Mr. Singh dies while employed under this Agreement, the Singh Agreement shall
terminate immediately and the Company shall pay to his estate, any earned Singh
Base Salary and accrued vacation, if any, that is unpaid up to the date of his
death. The Company may terminate the Singh Agreement as a result of any mental
or physical disability or illness which results in (a) Mr. Singh being unable to
substantially perform his duties for a continuous period of 150 days or for
periods aggregating 180 days within any period of 365 days or (b) Mr. Singh
being subject to a permanent or indefinite inability to perform essential
functions based on the opinion of a qualified medical provider chosen by the
Company. Such termination will be effective on the date designated by the
Company, and the Employee will be paid his annual Singh Base Salary, accrued
vacation, if any, and certain benefits as set out in the Singh Agreement through
the date of termination.
The foregoing is a brief description of the Singh Agreement, the Singh
Restricted Stock Agreement and the Singh Option Agreement, and is qualified in
its entirety by reference to the full text of the Singh Agreement, the Singh
Restricted Stock Agreement and the Singh Option Agreement.
Employment Agreement with Andrew Trumbach
Pursuant to Mr. Trumbach's employment agreement (the "Trumbach Agreement") with
the Company, Mr. Trumbach will receive an annual base salary of $750,000 (the
"Trumbach Base Salary"), retroactive to December 1, 2021 which was the
approximate date he commenced his employment relationship with the Company. The
Trumbach Base Salary will be reviewed on an annual basis to determine potential
increases, if any, based on Mr. Trumbach's performance and that of the Company.
The Trumbach Base Salary may be paid in shares of the Company's common stock or
cash depending on cash availability and as agreed to by the Company and
Employee.
Mr. Trumbach was granted (a) restricted shares of Company common stock pursuant
to a Restricted Stock Agreement (the "Trumbach Restricted Stock Agreement")
equal in value to $500,000 and at an assumed per share value of par value, or
50,000,000 shares (the "Trumbach Restricted Stock"), which Trumbach Restricted
Stock shall vest 50% on the date of grant and 50% on December 1, 2023, and (b)
options to purchase an aggregate of 11,250,000 shares of the Company's common
stock pursuant to a Stock Option Agreement (the "Trumbach Option Agreement"), at
an exercise price per share equal to the fair market value of the Company's
common stock on the date of grant, and which shall vest upon grant. He will also
be entitled to participate in the Company's incentive plans from time to time.
Upon entering into the Trumbach Agreement, Additionally, Mr. Trumbach may earn
an annual bonus of up to 100%-400% of Trumbach Base Salary, payable based on
objectives and performance in the previous fiscal year.
Mr. Trumbach is also entitled to customary benefits and vacation, and is subject
to customary confidentiality, ownership of intellectual property,
non-disparagement, non-solicitation and non-compete provisions, as described in
the Trumbach Agreement.
The Trumbach Agreement may be terminated by the Company at any time without
prior notice for "Cause", as defined in the Trumbach Agreement. Upon termination
for Cause, Mr. Trumbach will be provided with any unpaid, earned Trumbach Base
Salary up to the date of termination.
The Trumbach Agreement may be terminated at any time without Cause, and provided
that Mr. Trumbach executes a general release, the Company shall pay to Mr.
Trumbach an amount equal to 12-months' Trumbach Base Salary (the "Trumbach
Severance") plus accrued unused vacation; provided that the Company shall not be
required to pay the Trumbach Severance in the event the Company elects to
enforce the Trumbach Agreement's non-competition provisions and pay salary
post-termination pursuant to the terms of the Trumbach Agreement.
Mr. Trumbach can terminate the Trumbach Agreement and his employment at any time
for any reason on 30 days prior written notice. In case of "Good Reason," as
defined in the Trumbach Agreement, the Company shall pay to Mr. Trumbach the
Trumbach Severance plus accrued unused vacation; provided that the Company shall
not be required to pay the Trumbach Severance in the event the Company elects to
enforce the Trumbach Agreement's non-competition provisions and pay salary
post-termination pursuant to the terms of the Trumbach Agreement.
If Mr. Trumbach dies while employed under this Agreement, the Trumbach Agreement
shall terminate immediately and the Company shall pay to his estate, any earned
Trumbach Base Salary and accrued vacation, if any, that is unpaid up to the date
of his death. The Company may terminate the Trumbach Agreement as a result of
any mental or physical disability or illness which results in (a) Mr. Trumbach
being unable to substantially perform his duties for a continuous period of 150
days or for periods aggregating 180 days within any period of 365 days or (b)
Mr. Trumbach being subject to a permanent or indefinite inability to perform
essential functions based on the opinion of a qualified medical provider chosen
by the Company. Such termination will be effective on the date designated by the
Company, and the Employee will be paid his annual Trumbach Base Salary, accrued
vacation, if any, and certain benefits as set out in the Trumbach Agreement
through the date of termination.
The foregoing is a brief description of the Trumbach Agreement, the Trumbach
Restricted Stock Agreement and the Trumbach Option Agreement, and is qualified
in its entirety by reference to the full text of the Trumbach Agreement, the
Trumbach Restricted Stock Agreement and the Trumbach Option Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 2.03 with respect to the grant of the Singh
Restricted Stock and the Trumbach Restricted Stock, is incorporated by reference
into this Item 3.02. Such securities were issued in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as
amended, as transactions by an issuer not involving any public offering.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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