Shaking my head while reading Sullivan's Employment Agreement
It is obvious to me that MDLG and Carl Ranno chose not to timely disclose CFO James Sullivan's resignation from CLOK. The resignation should have been disclosed sooner in an 8-K, and they should have reported it sooner in the investor call. Their reason; Sullivan didn't "sign" his email.
It also seems that Sullivan terminated the agreement "with cause", which suggests "a breach of any material covenant or obligation". What would constitute a breach of any material covenant or obligation? This sounds to me like MDLG chose not to answer or disclose source documents related to Sullivan's questions related to Sullivan's initial evaluation of CLOK.
If Sullivan terminated the agreement with cause, then he is owed $500,000.
See highlights below.
#mdlgwastingtimeandmoney
(5). Termination by Employee .
i. Without Cause. Employee may terminate this Agreement without cause upon 30 days’ prior written notice to Company.
ii. With Cause. Employee may terminate this Agreement immediately with cause, in which event Employee shall receive the Payment on Termination in accordance with Section 8(4) herein. For the purposes of this Agreement, “cause” for termination by Employee shall be a breach of any material covenant or obligation hereunder; or the termination of this Agreement without the prior written consent of Employee due to the voluntary or involuntary dissolution of the Company, any merger or consolidation in which the Company is not the surviving or resulting corporation, or any transfer of all or subsequently all of the assets of Company.
9. General Provisions.
a. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Parties hereto their respective devisees, legatees, heirs, legal representatives, successors, and permitted assigns. The preceding sentence shall not affect any restriction on assignment set forth elsewhere in this Agreement.
b. Notices. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by facsimile/electronic transmission to the addresses of the Parties as follows:
To Company:
Cipherloc Corporation
825 Main Street, Suite 100
Buda, TX 78610
Email:mdgl@Cipherloc.net << one of many typos
Attn: President
To Employee:
James W. Sullivan
6469 Almaden Expressway
Suite 80-129
San Jose, CA 95120
Email
The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by facsimile/electronic transmission in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of delivery if during business hours and if not during business hours, at the next business day after delivery, provided a confirmation is obtained by the sender.
