ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
During the months of February and
Amount of Type of Name Position Annual Remuneration Remuneration Keith D. Spickelmier Chairman of theUS$165,000 (1) Board Keith J. McKenzie Director & ChiefUS$150,000 Consulting Fees Executive Officer William E. Begley Director,US$150,000 Salary President, Chief Operating Officer & Chief Financial Officer
(1)
the Board, andUS$75,000 as an annual additional services retainer for expected additional duties and responsibilities, as and when requested
Each Remuneration Agreement contains the following terms, provisions and conditions, whether it be a consulting agreement or an employment agreement:
* An indefinite term that lasts until the Remuneration Agreement is terminated as follows: ** By the Company, for events customarily designated as "good cause" ** By the Company, without "good cause," provided that the Company pays to the related director or officer a lump sum payment comprised essentially of all earned or accrued (but unpaid) remuneration to the date of termination, plus an additional year of remuneration, including the annual remuneration amount and a bonus computed on the basis of the highest declared bonus in the past three fiscal years ** By the related director or officer, for events customarily designated as "good reason" ** By the related director or officer, without "good reason" upon a minimum of 60-days advance written notice ** Upon the death of the related director or officer
Moreover, if after a "change of control" of the Company, the employment or engagement of the related director or officer is terminated within certain time periods thereafter either by such director or officer, or by the Company without "good cause," then such director or officer will be entitled to a "termination fee" equal essentially to two additional years of remuneration, including the annual remuneration amount and a bonus computed on the basis of the highest declared bonus in the past three fiscal years.
* Each Remuneration Agreement is effective retroactively toMarch 1, 2019 . The Company began to accrue as of such date the annual remuneration amount provided for in each Remuneration Agreement, although no director or officer who is a party thereto has received any payment of any such amount and (until the related Remuneration Agreement was fully signed) was not legally entitled to such amount. * The related director or officer shall be (or may become) entitled to: 2 ** receive a cash or equity discretionary bonus ** participate in all benefits plans provided to employees ** participate in any equity incentive plan that the Company has established or in the future establishes * Each director or officer who is a party to a Remuneration Agreement shall be prohibited, for a period of six months after the termination thereof, from soliciting or inducing any person employed by or under contract with the Company at the date of such termination to terminate his, her or its employment or contractual relationship with the Company * Each Remuneration Agreement for aU.S. citizen contains provisions requiring the Company to "make whole" any director or officer who is a party thereto with respect to any "excise tax" resulting from any payment upon a "change of control" of the Company that is deemed to be a "parachute payment" within the meaning of Section 280G of theU.S. Internal Revenue Code of 1986, as amended (the "Code"). Moreover, each Remuneration Agreement for aU.S. citizen contains provisions relating to any payment of any compensation or benefit thereunder that would be subject to additional taxes and interest under Section 409A of the Code. * Other terms, provisions and conditions believed to be customary, such as those pertaining to expense reimbursement, return of company property, confidentiality and developed inventions
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information included in Item 1.01 of this Report is also incorporated by reference into this Item 5.02 of this Report to the extent necessary.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Copies of the Remuneration Agreements will be filed with the
3
© Edgar Online, source