Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 5, 2021, Esports Technologies, Inc. (the "Company") entered into an
amended and restated employment agreement, effective October 1, 2021, with Aaron
Speach pursuant to which Mr. Speach agreed to continue to serve as the Company's
Chief Executive Officer for an initial term of three years. The agreement
provides for an initial annual base salary of $315,000, which may be increased
to $350,000 retroactively as of the effective date provided the closing and
consummation of the share purchase transaction by and between Company and Aspire
Global plc occurs. Pursuant to the agreement, Mr. Speach is eligible for an
annual bonus of up to 75% of his base salary, as determined solely at the
discretion of the Compensation Committee. Pursuant to the agreement, if Mr.
Speach is required to be located outside of the United States for a period of 30
consecutive days or more, the Company shall pay him a pro-rated monthly travel
stipend of $3,500 for each month that he is so required to live outside of the
United States. Pursuant to the agreement, Mr. Speach is eligible to receive the
following potential performance stock grants: (i) 100,000 shares of Company
common stock at such date as the Company reaches total gross revenues of
$10,000,000 in any trailing 12 month period during the term of the employment
agreement; and (ii) 100,000 shares of Company common stock at such date as the
Company reaches total gross revenues of $20,000,000 in any trailing 12 month
period during the term of the employment agreement. Contemporaneous with the
execution of the agreement, Mr. Speach received a restricted stock unit award
(the "RSU Grant") for 100,000 shares of Company common stock. The RSU Grant
shall vest in four equal annual installments, provided Mr. Speach is employed on
each such vesting date. If Mr. Speach's employment is terminated at our election
without "cause" (as defined in the agreement), Mr. Speach shall be entitled to
receive severance payments equal to 150% of the balance due of Mr. Speach's base
salary for the remainder of the initial term of three years.
On November 5, 2021, the Company we entered into an amended and restated
employment agreement, effective October 1, 2021, with Bart Barden pursuant to
which Mr. Barden will continue to serve as the Company' Chief Operating Officer.
The initial term of the employment agreement will continue for a period of 12
months. The employment agreement provides for an initial annual base salary of
€213,400, which may be increased to €237,000 retroactively as of the effective
date provided the closing and consummation of the share purchase transaction by
and between Company and Aspire Global plc occurs. Pursuant to the agreement, Mr.
Barden is eligible for an annual bonus of up to 50% of his base salary, as
determined solely at the discretion of the Compensation Committee.
Contemporaneous with the execution of the agreement, Mr. Barden received a
restricted stock unit award (the "RSU Grant") for 25,000 shares of Company
common stock. The RSU Grant shall vest in four equal annual installments,
provided Mr. Barden is employed on each such vesting date.
On November 5, 2021, the Company's Board of Directors, upon recommendation of
the Compensation Committee, approved the following policy for compensating
non-employee members of the Board. Each independent director shall receive
annual cash compensation of $40,000. In addition, the chairperson of the Audit
Committee, Compensation Committee and Nominating and Governance Committee shall
receive an annual compensation of $15,000, $10,000 and $5,000, respectively; the
other members of such committees shall receive an annual compensation of $7,500,
$5,000 and $2,500, respectively. In addition, the Company agreed to pay a
one-time make-whole payment to the independent directors for services rendered
since the Company's initial public offering if $27,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 First Amended and Restated Employment Agreement between Esports
Technologies, Inc. and Aaron Speach dated November 5, 2021
10.2 First Amended and Restated Statement of Employment Terms between
Esports Technologies, Inc. and Bart Barden dated November 5, 2021
10.3 Non-Employee Director Compensation Policy
104 Cover Page Interactive Data File (formatted in iXBRL, and included in
exhibit 104).
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