Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Offi cers; Compensatory Arrangements of Certain Officers.
On April 1, 2021, Woosuk Kim was appointed chief operating officer and a
director of SunHydrogen, Inc. (the "Company").
From May 2011 to December 2019, Mr. Kim, 55, was senior vice president, head of
M&A group at SK Innovation in Seoul, South Korea, responsible for expanding core
businesses and developing new business opportunities in the renewable energy
sector through cross border acquisitions and joint venture transactions. From
August 2009 to May 2011 Mr. Kim was vice president, corporate development at SK
Telekom. From August 2006 to March 2008, Mr. Kim was chief financial officer at
Axon Financial Services in New York. From July 1998 to August 2006, Mr. Kim was
executive director at Morgan Stanley in New York, responsible for developing and
operating multi-billion dollar asset-backed securities funding platforms,
investor marketing, and the corporate treasury function for Discover Card. He
received an MBA from Cornell University and a BA from the University of Chicago.
In connection with Mr. Kim's appointment, the Company entered into an employment
agreement with Mr. Kim. Pursuant to the employment agreement, Mr. Kim received a
signing bonus of $55,000 and will receive an annual base salary of $275,000,
which will be reviewed and may be increased annually by the board of directors.
He will also be eligible for an annual bonus of 75% of his annual base salary,
upon meeting objectives set by the board of directors. In the event the Company
uplists the Company's common stock to Nasdaq or the New York Stock Exchange, Mr.
Kim will receive an additional bonus of $150,000. In the event the Company
merges with or acquires another company and has an increased market
capitalization after the close of the transaction, Mr. Kim will receive an
additional bonus of $150,000. Mr. Kim will receive 50,000,000 restricted stock
units of the Company, subject to a 24 month vesting schedule to be determined by
the board of directors in its discretion. The employment agreement will
terminate April 1, 2023, subject to the right of either party to terminate the
employment agreement at any time upon written notice, provided that, in the
event Mr. Kim is terminated prior to such date by the Company, without Cause (as
defined in the employment agreement) or the company is sold, merged, or there is
a Change of Control (as defined in the employment agreement) Mr. Kim will be
entitled to certain severance payments and benefits including a payment equal to
his annual base salary that would have accrued until April 1, 2023, a payment of
his bonus amount that would have accrued until April 1, 2023, and immediate
accelerated vesting of all outstanding unvested equity awards and any other
stock awards.
The foregoing description of the employment agreement is qualified by reference
to the full text of employment agreement which is filed as an exhibit to this
report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No Exhibit
10.1 Employment Agreement
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SUNHYDROGEN, INC. 
