Item 1.01 Entry into a Material Definitive Agreement.
The disclosures in Item 5.02 of this Current Report on Form 8-K are incorporated
by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Director Appointments
On March 9, 2022, the Board of Directors (the "Board") of ZHRH Corporation
("we," "our," "us" or the "Company") increased the size of the Board by three
(3) persons and appointed each Jean-Michel Doublet, Lionel Therond, and Cindy
Zhongye Li, as directors of the Company effective as of March 9, 2022. Mr.
Therond is currently the Company's Chief Financial Officer, and Mr. Doublet is
currently the Company's Chief Executive Officer.
Entry into Director Agreements
On March 9, 2022, the Board approved the entry of the following directors into
director agreements with the Company:
? Aymar de Lencquesaing
? Brett Lovegrove
? Cindy Li
? James P. Bond
? Jean-Michel Doublet
? Lionel Therond
as further described in detail below. Brett Lovegrove is currently the Chairman
of the Board. Mr. Therond is currently the Company's Chief Financial Officer,
and Mr. Doublet is currently the Company's Chief Executive Officer.
Director Agreement with Aymar de Lencquesaing
On March 9, 2022, the Company entered into a Director Agreement with Aymar de
Lencquesaing (the "ADL Director Agreement"). Pursuant to the ADL Director
Agreement, Mr. de Lencquesaing agreed to perform the duties of a director in
accordance with the terms of the ADL Director Agreement with a time commitment
of 1-2 days per month, with 4 Board meetings per year. The ADL Director
Agreement's term starts on March 9, 2022 and terminates upon the earlier of the
following to occur: (i) removal of Mr. de Lencquesaing as a director of the
Company upon proper shareholder action in accordance with the Company's
articles, bylaws and applicable law (ii) Mr. de Lencquesaing's resignation as a
director of the Company (iii) Mr. de Lencquesaing death or (iv) failure of the
shareholders of the Company to re-elect Mr. de Lencquesaing at the Company's
annual shareholder meeting or any special meeting of the shareholders called for
the purpose of electing directors.
Pursuant to the ADL Director Agreement, the Company agreed to indemnify Mr. de
Lencquesaing, if he becomes a party, or is threatened to become a party, to a
proceeding (other than an action by or in the right of the Company) by reason of
Mr. de Lencquesaing's status as a director in accordance with the terms and
conditions set forth in the ADL Director Agreement. Pursuant to the ADL Director
Agreement, the Company agreed to obtain and maintain director and officer
insurance for the Company, with Mr. de Lencquesaing being named as an insured
party under such insurance, following the completion of a transaction between
the Company and Zhonghuan Ruiheng Environmental Technology Co., Ltd. ("ZHRH
China") pursuant to which the Company shall obtain a controlling interest in
ZHRH China, shall have been completed and the Company shall have obtained such
controlling interest, as determined by the Company (the "ZHRH Transaction").
There can be no assurance that the Company will enter into any letters of intent
or any other oral or written agreements in connection with the ZHRH Transaction,
or that the ZHRH Transaction can occur at all.
Pursuant to the ADL Director Agreement, the Company agreed to compensate Mr. de
Lencquesaing for such services $80,000 per each full year that he serves as a
Director of the Company, to be paid as follows:
? The deferred cash grant will be made on the closing of the ZHRH Transaction and
will be based on the length of Mr. de Lencquesaing service as a director of the
Company as of that date at the time of closing (the "First Grant"), however the
cash payment of the First Grant will not occur until the one year anniversary
of the date of the First Grant.
? Following the closing of the ZHRH Transaction, for each calendar quarter
thereafter during which Mr. de Lencquesaing continues to serve as a director of
the Company, the Company will grant Mr. de Lencquesaing $20,000 (each a
"Quarterly Grant") with the payment in cash of same to be made on the one year
anniversary of each Quarterly Grant.
The foregoing description of the ADL Director Agreement does not purport to be
complete and is qualified in its entirety by reference to the ADL Director
Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by
reference
Director Agreement with Brett Lovegrove
On March 9, 2022, the Company entered into a Director Agreement with Brett
Lovegrove (the "BL Director Agreement"). Pursuant to the BL Director Agreement,
Mr. Lovegrove agreed to perform the duties of a director in accordance with the
terms of the BL Director Agreement with a time commitment of 8-10 days per
month, with 4 Board meetings per year. The BL Director Agreement's term starts
on March 9, 2022 and terminates upon the earlier of the following to occur: (i)
removal of Mr. Lovegrove as a director of the Company upon proper shareholder
action in accordance with the Company's articles, bylaws and applicable law
(ii)Mr. Lovegrove's resignation as a director of the Company (iii) Mr.
Lovegrove's death or (iv) failure of the shareholders of the Company to re-elect
Mr. Lovegrove at the Company's annual shareholder meeting or any special meeting
of the shareholders called for the purpose of electing directors.
Pursuant to the BL Director Agreement, the Company agreed to indemnify Mr.
Lovegrove, if he becomes a party, or is threatened to become a party, to a
proceeding (other than an action by or in the right of the Company) by reason of
Mr. Lovegrove's status as a director in accordance with the terms and conditions
set forth in the BL Director Agreement. Pursuant to the BL Director Agreement,
the Company agreed to obtain and maintain director and officer insurance for the
Company following the completion of the ZHRH Transaction and Mr. Lovegrove will
be named as an insured party under such insurance. There can be no assurance
that the Company will enter into any letters of intent or any other oral or
written agreements in connection with the ZHRH Transaction, or that the ZHRH
Transaction can occur at all.
Pursuant to the BL Director Agreement, the Company agreed to compensate Mr.
Lovegrove for such services by issuing him shares of the Company's common stock
as follows:
? The intent is that for each full year that he serves as a director of the
Company, he'll receive a number of shares of the Company's common stock having
a total value of $80,000.
? The first grant of shares of common stock will be made on the closing of the
ZHRH Transaction and will be based on the length of Mr. Lovegrove's service as
a director of the Company as of that date at the time of closing (the "First
Grant").The number of shares of common stock to be issued in the First Grant
shall be based on a value of each share of common stock as determined based on
the number of shares of common stock issued to the shareholders of ZHRH China
in the ZHRH Transaction assuming a pre-money valuation of ZHRH China of USD$30
million. In the event that Mr. Lovegrove ceases to serve as a director of the
Company for any reason prior to the vesting of the First Grant shares, such
First Grant shares will be automatically forfeited.
? Following the closing of the ZHRH Transaction, for each calendar quarter
thereafter during which Mr. Lovegrove continues to serve as a director of the
Company, the Company will grant Mr. Lovegrove a restricted stock award of
shares of the Company's common stock having a fair market value (as determined
by the Board or a committee thereof, but in any case without the involvement of
Mr. Lovegrove) as of the last day of each such calendar quarter of $20,000
(each, a "Quarterly Grant"). Each Quarterly Grant shall vest, if at all, on the
one-year anniversary of the applicable grant date, and, once vested, shall be
subject to no additional contractual lock-in period. In the event that Mr.
Lovegrove ceases to serve as a director of the Company for any reason, any
Quarterly Grant which has not vested at such time will be automatically
forfeited.
The foregoing description of the BL Director Agreement does not purport to be
complete and is qualified in its entirety by reference to the BL Director
Agreement, which is filed herewith as Exhibit 10.2 and is incorporated herein by
reference.
Director Agreement with Cindy Li
On March 9, 2022, the Company entered into a Director Agreement with Cindy Li
(the "CL Director Agreement"). Pursuant to the CL Director Agreement, Ms. Li
agreed to perform the duties of a director in accordance with the terms of the
CL Director Agreement with a time commitment of 1-2 days per month, with 4 Board
meetings per year. The CL Director Agreement's term starts on March 9, 2022 and
terminates upon the earlier of the following to occur: (i) removal of Ms. Li as
a director of the Company upon proper shareholder action in accordance with the
Company's articles, bylaws and applicable law (ii) Ms. Li's resignation as a
director of the Company (iii) Ms. Li's death or (iv) failure of the shareholders
of the Company to re-elect Ms. Li at the Company's annual shareholder meeting or
any special meeting of the shareholders called for the purpose of electing
directors.
Pursuant to the CL Director Agreement, the Company agreed to indemnify Ms. Li,
if she becomes a party, or is threatened to become a party, to a proceeding
(other than an action by or in the right of the Company) by reason of Ms. Li's
status as a director in accordance with the terms and conditions set forth in
the CL Director Agreement. Pursuant to the CL Director Agreement, the Company
agreed to obtain and maintain director and officer insurance for the Company
following the completion of the ZHRH Transaction, and Ms. Li will be named as an
insured party under such insurance. There can be no assurance that the Company
will enter into any letters of intent or any other oral or written agreements in
connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at
all.
Pursuant to the CL Director Agreement, the Company agreed to compensate Ms. Li
for such services by issuing her shares of the Company's common stock as
follows:
? The intent is that for each full year that she serves as a director of the
Company, she'll receive a number of shares of the Company's common stock having
a total value of $80,000.
? The first grant of shares of common stock will be made on the closing of the
ZHRH Transaction and will be based on the length of Ms. Li's service as a
director of the Company as of that date at the time of closing (the "First
Grant").The number of shares of common stock to be issued in the First Grant
shall be based on a value of each share of common stock as determined based on
the number of shares of common stock issued to the shareholders of ZHRH China
in the ZHRH Transaction assuming a pre-money valuation of ZHRH China of USD$30
million. In the event that Ms. Li ceases to serve as a director of the Company
for any reason prior to the vesting of the First Grant shares, such First Grant
shares will be automatically forfeited.
? Following the closing of the ZHRH Transaction, for each calendar quarter
thereafter during which Ms. Li continues to serve as a director of the Company,
the Company will grant Ms. Li a restricted stock award of shares of the
Company's common stock having a fair market value (as determined by the Board
or a committee thereof, but in any case without the involvement of Ms. Li) as
of the last day of each such calendar quarter of $20,000 (each, a "Quarterly
Grant"). Each Quarterly Grant shall vest, if at all, on the one-year
anniversary of the applicable grant date, and, once vested, shall be subject to
no additional contractual lock-in period. In the event that Ms. Li ceases to
serve as a director of the Company for any reason, any Quarterly Grant which
has not vested at such time will be automatically forfeited.
The foregoing description of the CL Director Agreement does not purport to be
complete and is qualified in its entirety by reference to the CL Director
Agreement, which is filed herewith as Exhibit 10.3 and is incorporated herein by
reference.
Director Agreement with James P. Bond
On March 9, 2022, the Company entered into a Director Agreement with James P.
Bond (the "JB Director Agreement"). Pursuant to the JB Director Agreement, Mr.
Bond agreed to perform the duties of a director in accordance with the terms of
the JB Director Agreement with a time commitment of 1-2 days per month, with 4
Board meetings per year. The JB Director Agreement's term starts on March 9,
2022 and terminates upon the earlier of the following to occur: (i) removal of
Mr. Bond as a director of the Company upon proper shareholder action in
accordance with the Company's articles, bylaws and applicable law (ii) Mr.
Bond's resignation as a director of the Company (iii) Mr. Bond's death or (iv)
failure of the shareholders of the Company to re-elect Mr. Bond at the Company's
annual shareholder meeting or any special meeting of the shareholders called for
the purpose of electing directors.
Pursuant to the JB Director Agreement, the Company agreed to indemnify Mr. Bond,
if he becomes a party, or is threatened to become a party, to a proceeding
(other than an action by or in the right of the Company) by reason of Mr. Bond's
status as a director in accordance with the terms and conditions set forth in
the JB Director Agreement. Pursuant to the JB Director Agreement, the Company
agreed to obtain and maintain director and officer insurance for the Company
following the completion of the ZHRH Transaction, and Mr. Bond will be named as
an insured party under such insurance. There can be no assurance that the
Company will enter into any letters of intent or any other oral or written
agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction
can occur at all.
Pursuant to the JB Director Agreement, the Company agreed to compensate Mr. Bond
for such services by issuing him shares of the Company's common stock as
follows:
? The intent is that for each full year that he serves as a director of the
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1*† Director Agreement with Aymar de Lencquesaing dated March 9, 2022.
10.2*† Director Agreement with Brett Lovegrove dated March 9, 2022.
10.3*† Director Agreement with Cindy Li dated March 9, 2022.
10.4*† Director Agreement with James P. Bond dated March 9, 2022.
10.5*† Director Agreement with Jean-Michel Doublet dated March 9, 2022.
10.6*† Director Agreement with Lionel Therond dated March 9, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
† Includes management contracts and compensation plans and arrangements.
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