well i'm still comparing (cuin is right about no 3 year salary to be paid upon termination but that can't be a reason for new contract conditions other than if ECIG would want to lay them of...but tHEY are ECIG; maybe to benefit in negotiation scenarios after takeover or by MANSOUR involvement???):::
ORIGINAL CONTRACT
Employment Agreement with Mr. Anderson
On January 15, 2015, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Anderson. The Employment Agreement provides for an initial term of three years from the effective date with automatic two year extensions, unless terminated by Mr. Anderson or by the Company.
Pursuant to the terms of the Employment Agreement, the Company agreed to pay Mr. Anderson an annual base salary of $250,000, subject to annual review. Mr. Anderson is eligible for a targeted cash bonus of up to 50% of his base salary as well as an agreed multiple thereof, as approved by the Compensation Committee. Mr. Anderson is also entitled to participate in all of the Company’s benefit plans and equity-based compensation plans, which currently consists of the 2014 Long-Term Incentive Plan. The Employment Agreement also provides for the accelerated vesting of all outstanding equity awards held by Mr. Anderson upon the occurrence of a change of control of the Company.
Mr. Anderson will also receive 15,000,000 options, priced at $0.0473 per share to purchase shares of the Company’s common stock. The options vest as follows: (i) 5,000,000 options are fully vested on the date of grant; (ii) 5,000,000 options vest on the first anniversary of the Employment Agreement; and (iii) the remaining 5,000,000 options vest on the second anniversary of the Employment Agreement; provided that Mr. Anderson must be employed by the Company on a vesting date in order to vest in that portion of the options. Once vested, the options shall remain exercisable throughout their ten year term, notwithstanding any termination of Mr. Anderson’s employment.
If Mr. Anderson terminates his employment for good reason, as defined in the Employment Agreement, or is terminated by the Company other than for cause, as defined in the Employment Agreement, the Company is required to pay him a lump sum consisting of his earned but unpaid base salary through the termination date, a pro-rata annual bonus, thirty-six months of base salary, and an amount equal to three times his annual bonus. In addition, all stock options, stock appreciation rights, restricted stock and performance shares he holds will immediately vest.
versus AMENDMENT:
The Anderson Amendment amends the Anderson Employment Agreement by providing for a term of one year with automatic one year extensions, unless terminated by Mr. Anderson or by the Company.
If the Company terminates Mr. Anderson’s employment for good reason or because of a change of control, as defined in the Anderson Employment Agreement, or if the Company terminates Mr. Anderson’s employment other than for cause, as defined in the Anderson Employment Agreement, the Company is required to pay him a lump sum consisting of his earned but unpaid base salary through the termination date, a pro-rata annual bonus, the prior year’s annual bonus, to the extent earned but not paid, the amount of any unreimbursed business expenses, any accrued vacation or other pay pursuant to the Company’s vacation policy, to the extent not previously paid, and an amount equal to twelve months of base salary. In addition, all unvested stock options, stock appreciation rights, restricted stock and performance shares held by Mr. Anderson will immediately expire.
The foregoing descriptions of the O’Neill Amendment and the Anderson Amendment do not purport to be complete and are qualified in their entirety by reference to the full texts of the O’Neill Amendment and the Anderson Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
