Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported on a Current Report on Form 8-K that was filed with the
Securities and Exchange Commission on July 29, 2022, Genufood Energy Enzymes
Corp. (the "Company") and David Tang (the "Executive") executed an employment
agreement (the "Employment Agreement") dated July 29, 2022. Pursuant to the
Employment Agreement, the Executive's full time employment with the Company as
the Chief Executive Officer began on July 15, 2022, and the Executive's
responsibilities include executing development of electric vehicle supply
equipment ("EVSE") or commonly known as charging stations and coordinating
global strategy and marketing. Additionally, under the Employment Agreement, the
Executive shall receive an annual base salary of $150,000 and be eligible for
annual bonus subject to certain millstones as mutually agreed by the Executive
and the board of directors (the "Board") of the Company. In accordance with the
Employment Agreement, the Executive is also eligible for other benefits, such as
medical/dental insurance and telecommunication/commuting reimbursements and paid
vacation days.
In connection with the Employment Agreement, on July 29, 2022, the Company and
the Executive entered into a stock option agreement (the "Stock Option
Agreement"), pursuant to which the Company granted the Executive the stock
option (the "Stock Option") as of July 15, 2022 (the "Date of Grant") to
purchase a total of 15,000,000 shares of the Company's common stock at the
exercise price of $0.01 per share under the Company's 2022 Incentive Stock
Option Plan. Subject to the terms and conditions of the Stock Option Agreement,
the first twenty-five percent (25%) of the Stock Option will be vested on July
15, 2023; the second twenty-five percent (25%) of the Stock Option will be
vested on July 15, 2024; the third twenty-five percent (25%) of the Stock Option
will be vested on July 15, 2025; and the fourth twenty-five percent (25%) of the
Stock Option will be vested on July 15, 2026. Unless terminated earlier pursuant
to the Stock Option Agreement, the Stock Option shall expire on July 15, 2032
(the "Expiration Date").
In accordance with the Stock Option Agreement, upon termination of the
Executive's employment by the Company without "Cause" or "Change in Control"
(each as defined in the Stock Option Agreement), the Stock Option shall fully
vest and remain exercisable until the Expiration Date. In the event of
termination of employment due to the Executive's death and pursuant to the Stock
Option Agreement, the Executive's legal representative is entitled to exercise
the Stock Option in accordance with the terms and conditions of the Stock Option
Agreement, and the Stock Option shall terminate three (3) years after the date
of such death or on the Expiration Date, whichever date is earlier. In the event
of termination of employment by the Executive for "Good Cause" (as defined in
the Stock Option Agreement), the vesting of the Stock Option shall accelerate
and become vested according to the formula specified in the Stock Option
Agreement.
The foregoing description of the Employment Agreement and the Stock Option
Agreement (the "Agreements") does not purport to be complete and is qualified in
its entirety by reference to the full text of the Agreements, a form of which is
filed herein as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 8.01 Other Events
On August 1, 2022, the Board of the Company unanimously approved to expand the
Company's business in the area of electric vehicle supply equipment and will
direct the management team to implement its new business plan in such industry.
Item 9.01 Financial statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
10.1 Employment Agreement between David Tang and Genufood Energy Enzymes
Corp. dated July 29, 2022
10.2 Stock Option Agreement between David Tang and Genufood Energy Enzymes
Corp. dated July 29, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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