Getting better every day. (I told you it was going to get worse)
Golden Parachute away. It appears everyone lost out but Billy and Allan.
They got a salary, shares at a nice discount and and a performance bonus after they wiped everyone out.
Employment Agreement with William Styles
Mr. William Styles has been appointed as President of the Company’s Organic Plant Health division. In connection with this appointment, on January 24, 2013, the Company and Mr. Styles entered into an employment agreement (the “Styles Employment Agreement”). Mr. Styles has agreed to serve as a spokesperson of the Company, and has agreed to allow the Company to use his image for the term of the Styles’ Employment Agreement and for ten (10) years thereafter. The Styles Employment Agreement has a term of three (3) years, and provides for Mr. Styles to receive (i) a base salary of One Hundred and Fifty Thousand Dollars ($150,000) per annum during the term; (ii) a performance bonus of cash in an amount equal to the following: (1) to one and one half percent (1.5%) of EBITDA of the Company attributable to revenues generated from sales of the Organic Plant Health division’s products or services or licensing revenues derived from licensing the Organic Plant Health division’s intellectual property and/or brands for each year during the term of the Styles Employment Agreement and (2) one percent (1.0%) of the EBITDA of the Company attributable to revenues generated from the sale of the Company’s products or services represented by Mr. Styles; (iii) a royalty payment (the “Royalty Fee”), in an amount to be determined by the Company and Mr. Styles, for ten (10) years commencing upon the termination of the Styles Employment Agreement by the Company, provided however that Mr. Styles shall not be entitled to receive the Royalty Fee in the event of Resignation without good cause, Termination for Cause, Death or Disability, in each as further described in the Styles Employment Agreement; and (iv) stock options, as described in further detail in the Styles Stock Option Agreement, as described below. Mr. Styles recused himself from any deliberation or voting with respect to determinations of the Board regarding the Styles Employment Agreement.
Employment Agreement with J. Alan Talbert
Mr. J. Alan Talbert has been appointed as Vice President of Operations of the Company’s Organic Plant Health division. In connection with this appointment, on January 24, 2013, the Company and Mr. Talbert entered into an employment agreement (the “Talbert Employment Agreement”). The Talbert Employment Agreement has a term of three (3) years, and provides for Mr. Talbert to receive (i) a base salary of Eighty Thousand Dollars ($80,000) per annum during the term; (ii) a performance bonus of cash in an amount equal to one percent (1.0%) of EBITDA of the Company attributable to revenues generated from sales of the Organic Plant Health division’s products or services or licensing revenues derived from licensing the Organic Plant Health division’s intellectual property and/or brands for each year during the term of the Talbert Employment Agreement; and (iii) stock options, as described in further detail in the Talbert Stock Option Agreement, as described below. Mr. Talbert recused himself from any deliberation or voting with respect to determinations of the Board regarding the Talbert Employment Agreement.
Option Agreement with William Styles
The Company and Mr. Styles have entered into a Stock Option Agreement (the “Styles Stock Option Agreement”) pursuant to which the Company has granted to Mr. Styles the right and option to purchase One Million One Hundred and Eighty-Three Thousand (1,183,000) shares of the Company’s common stock at an exercise price of Fifty Cents ($.50) per share. The option shall vest and become exercisable as follows so long as Mr. Styles continues to render services to the Company: (a) one third immediately; (b) one third on January 24, 2014; and (c) one third on January 24, 2015. In the event of the termination of the employment of Mr. Styles, any and all unvested options shall be cancelled, and any vested options must be exercised by Mr. Styles, if at all, within sixty (60) days of the date of the termination of such employment. The option shall be exercisable to the extent vested until the fourth anniversary of the date of the Styles Option Agreement, so long as Mr. Styles (i) remains in good standing with the Company; or (ii) has completed the full three year term of the Styles Employment Agreement. Mr. Styles recused himself from any deliberation or voting with respect to determinations of the Board regarding the Styles Option Agreement.
Option Agreement with J. Alan Talbert
The Company and Mr. Talbert have entered into a Stock Option Agreement (the “Talbert Stock Option Agreement”) pursuant to which the Company has granted to Mr. Talbert the right and option to purchase Seven Hundred and Seventeen Thousand (717,000) shares of the Company’s common stock at an exercise price of Fifty Cents ($.50) per share. The option shall vest and become exercisable as follows so long as Mr. Talbert continues to render services to the Company: (a) one third immediately; (b) one third on January 24, 2014; and (c) one third of the options on January 24, 2015. In the event of the termination of the employment of Mr. Talbert, any and all unvested options shall be cancelled, and any vested options must be exercised by Mr. Talbert, if at all, within sixty (60) days of the date of the termination of such employment. The option shall be exercisable to the extent vested until the fourth anniversary of the date of the Talbert Option Agreement, so long as Mr. Talbert (i) remains in good standing with the Company; or (ii) has completed the full three year term of the Talbert Employment Agreement. Mr. Talbert recused himself from any deliberation or voting with respect to determinations of the Board regarding the Talbert Option Agreement.
