Form 8-K for ADAPTIVE MEDIAS, INC.
5-Feb-2016
Change in Directors or Principal Officers, Financial Statements and Exhibit
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 3, 2016 (the "Effective Date"), Adaptive Medias, Inc. (the "Company") entered into an executive employment agreement (the "Agreement") with the Company's current Chairman and Chief Executive Officer, John B. Strong ("Executive"). Pursuant to the Agreement, the term of Executive's employment shall continue until the third (3rd) anniversary of the Effective Date, unless terminated earlier pursuant to the terms and conditions thereof.
The Company will initially pay Executive an annual base salary of $72,000 as compensation for Executive's services. On January 1, 2017, pursuant to the Agreement, Executive's annual base salary will increase to $225,000. The Company will pay Executive's base salary periodically in accordance with the Company's normal payroll practices and be subject to required withholdings.
In connection with the execution of the Agreement, the Company will recommend to the Board of Directors of the Company that the Company grant Executive an aggregate of 2,250,000 shares of the Company's common stock (the "Shares") pursuant to the terms and conditions of a restricted stock award agreement (the "Award Agreement"). The Shares shall vest as follows: (i) two-thirds (?) of the aggregate number of Shares shall vest as of the Effective Date and (ii) the remaining Shares (the "Unreleased Shares") shall vest in three equal annual installments on each anniversary of the Effective Date, subject to Executive's continuing to provide services to the Company through each such date.
Additionally, if Executive's employment is terminated by the Company without cause or by Executive for good reason (including in connection with a change of control of the Company that occurs within ninety (90) days of such termination), Executive will be entitled to (i) all accrued salary and benefits through the date of termination, (ii) a lump-sum payment equal to the greater of (A) the product of (x) Executive's then-current base salary and (y) a fraction, the numerator of which is the number of days remaining in Executive's three-year employment term after the effective date of termination and the denominator of which is 365 and (B) twelve (12) months of Executive's then-current base salary, and (iii) accelerated vesting with respect to any remaining Unreleased Shares.
The foregoing descriptions of the Agreement and the Award Agreement are qualified in their entirety by reference to the full text of the Agreement and the Award Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Executive Employment Agreement effective as of February 3, 2016 between the Company and John B. Strong.
10.2 Restricted Stock Award Agreement effective as of February 3, 2016 between the Company and John B. Strong.
I certainly don't believe if this is a scam company that the above employment contract would have even been a consideration.
GLA
