Thanks. 2019 10k has what I was curious about. Actually it was a revenue trigger, market cap or buyout clause that still looks to be in place for Squires and Phillip (who has a pretty lucrative arraignment as well). Employment Agreement – Stephen Squires Stephen Squires, Chief Executive Officer, entered into an employment agreement dated October 26, 2012 to retain his services for the period January 1, 2013 through January 1, 2018. On December 10, 2015, the Company entered into an amended and restated employment agreement with Mr. Squires. On June 13, 2016, Mr. Squires, then our Chief Executive Officer and a member of our Board of Directors, agreed to step down from these positions effective June 30, 2016 and to become Managing Director of our wholly owned subsidiary, Solterra. Mr. Squires would again become the Company’s Chief Executive Officer and President on December 22, 2016. In June 2016, the Company entered into an Amended and Restated Employment Agreement (the “Squires Agreement”) with Mr. Squires which provides that, until such time as the Company records its first $10,000,000 in revenue (the “Revenue Trigger”), the Company shall pay Mr. Squires an annual base salary of no less than $225,000 and after the occurrence of the Revenue Trigger, the Company shall pay Mr. Squires an annual base salary of no less than $247,500. Mr. Squires shall also be eligible for certain annual bonuses and equity awards pursuant to the Squires Agreement. The term of the Squires Agreement is for two years and provides for severance payments in the event of termination or a change in control of the Company equal to the sum of Mr. Squires’ base salary for the remainder of his employment agreement.
In June 2017, the Company entered into an amendment to Mr. Squires’ employment agreement pursuant to which we agreed as follows:
(1) Mr. Squires will serve as CEO and receive an increase in annual salary to $300,000 effective June 1, 2017. (2) Mr. Squires term of his agreement was extended three years to June 30, 2020. (3) Mr. Squires received 25 million options to purchase common stock, exercisable at $0.12 per share, outside of any stock option plan with 15 million of the options vesting annually over three years beginning July 1, 2017 and the remaining 10 million options vesting in accordance with the terms of the revised and amended employment agreement but only in the event that the outstanding shares of the Company’s common stock reaches a market cap of at least $100 million for at least five consecutive trading days or control of the Company is sold during the term of the options based upon a purchase price paid to the Company and/or its shareholders of at least $90 million.
In July 2020, the Company entered into an amendment to Mr. Squires’ employment agreement pursuant to which:
? the term of the agreement expires on June 30, 2023.
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? commencing July 1, 2020, Mr. Squires shall receive annual compensation at the rate of $350,000.
? the Company granted to Mr. Squires five-year options to purchase 25,000,000 shares of common stock, exercisable at $0.02 per share, with one-half vesting on July 1, 2020 and one-half vesting on July 1, 2021, which were granted outside of any stock option plan and shall contain cashless exercise provisions.
? The Company granted to Mr. Squires an additional 20,000,000 five-year options excisable at $0.02 per share with vesting to occur only in the event that the outstanding shares of the Company’s common stock reaches a market cap of at least $100 million for at least five consecutive trading days or control (more than 50%) of the Company is sold during the term of the options which were granted outside of any stock option plan and shall contain cashless exercise provisions.
Consulting Agreement – Robert Phillips
Robert Phillips, Chief Financial Officer, entered into a consulting agreement dated January 1, 2019 as a consultant to perform all duties typically required of a Chief Financial Officer. The agreement provides that compensation for the services rendered under the agreement will be equivalent to $150,000 annually. Payments under the agreement accrue at a rate of $2,500 per month until such time that $2 million in cumulative external equity, debt or other funding events occur. In addition, the Company agreed to issue shares of restricted common stock on a monthly basis with a value of $10,000 after extending a 20% discount to the weighted average closing price on a public stock exchange during such respect payment month. At Mr. Phillips’ request, the monthly cash payment and any previously accrued and unpaid cash payments shall be paid in shares of restricted common stock on a monthly basis after extending a 20% discount to the weighted average closing price on a public stock exchange during such respective payment month. The original term of the agreement was for one year and may be extended annually by mutual agreement unless terminated earlier by operation of and in accordance with the agreement. The Company any terminate the agreement upon 30 days’ written notice to Mr. Phillips. Mr. Phillips has the right to cause the Company to register all of the stock or other securities he holds if the Company proposed to register any of its securities under the Securities Act of 1933, as amended. In the event of a change of control of the Company, as defined in the agreement, prior to termination of the agreement, the remaining balance of all cash payments and restricted common stock payable to Mr. Phillips under the terms of the agreement will be accelerated so as to become 300% payable of the remaining term.