Pestell's Employment Agreement, for the curious:
Post# of 154899
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Posted On: 07/26/2019 10:59:55 AM
Pestell's Employment Agreement, for the curious:
https://www.sec.gov/Archives/edgar/data/11756...dex105.htm
For Cause:
As used in this Agreement, “Cause” means: (i) a material act, or act of fraud, committed by the Executive that is intended to result in the Executive’s personal enrichment to the detriment or at the expense of the Company or any of its Affiliates; (ii) the Executive is convicted of a felony; (iii) willful and continued failure by the Executive to perform the duties or obligations reasonably assigned to the Executive by the Board from time to time, which failure is not cured upon ten (10) days prior written notice (unless such failure is not susceptible to cure, as determined in the sole judgment and discretion of the Board); or (iv) the Executive materially violates the Covenants Agreement (as defined in Section 5.1 below).
For completion, link to the referenced covenants agreement:
https://www.sec.gov/Archives/edgar/data/11756...dex104.htm
Pestell has a one-year noncompete. See Section 4.
For completion, Restricted Stock Agreement
https://www.sec.gov/Archives/edgar/data/11756...dex103.htm
Repurchase Option (8.342,000 shares) - I expect CYDY to exercise. Not even a year has passed, so all 8.342,000 shares are still subject to the option. $8,342.00 to repurchase. This is why I hope the "for cause" is unequivocal.
In the event the Stockholder’s employment under the Employment Agreement is terminated other than (x) by the Company without Cause (as defined in the Employment Agreement), (y) by the Stockholder for Good Reason (as defined in the Employment Agreement) or (z) by reason of death or Disability (as defined in the Employment Agreement), then the Company will have an irrevocable option (“Repurchase Option”), for a period of ninety (90) days after such termination, or such longer period as may be agreed to by the Company and the Stockholder, to repurchase from the Stockholder or the Stockholder’s personal representative, as the case may be, at a purchase price of $0.001 per share of Preferred Stock or $0.001 per Conversion Share, as applicable (the “Option Price”), up to but not exceeding the number of shares of Restricted Stock that have not vested in accordance with the provisions of Section 1(b) below as of such termination date. The Stockholder hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time.
https://www.sec.gov/Archives/edgar/data/11756...dex105.htm
For Cause:
As used in this Agreement, “Cause” means: (i) a material act, or act of fraud, committed by the Executive that is intended to result in the Executive’s personal enrichment to the detriment or at the expense of the Company or any of its Affiliates; (ii) the Executive is convicted of a felony; (iii) willful and continued failure by the Executive to perform the duties or obligations reasonably assigned to the Executive by the Board from time to time, which failure is not cured upon ten (10) days prior written notice (unless such failure is not susceptible to cure, as determined in the sole judgment and discretion of the Board); or (iv) the Executive materially violates the Covenants Agreement (as defined in Section 5.1 below).
For completion, link to the referenced covenants agreement:
https://www.sec.gov/Archives/edgar/data/11756...dex104.htm
Pestell has a one-year noncompete. See Section 4.
For completion, Restricted Stock Agreement
https://www.sec.gov/Archives/edgar/data/11756...dex103.htm
Repurchase Option (8.342,000 shares) - I expect CYDY to exercise. Not even a year has passed, so all 8.342,000 shares are still subject to the option. $8,342.00 to repurchase. This is why I hope the "for cause" is unequivocal.
In the event the Stockholder’s employment under the Employment Agreement is terminated other than (x) by the Company without Cause (as defined in the Employment Agreement), (y) by the Stockholder for Good Reason (as defined in the Employment Agreement) or (z) by reason of death or Disability (as defined in the Employment Agreement), then the Company will have an irrevocable option (“Repurchase Option”), for a period of ninety (90) days after such termination, or such longer period as may be agreed to by the Company and the Stockholder, to repurchase from the Stockholder or the Stockholder’s personal representative, as the case may be, at a purchase price of $0.001 per share of Preferred Stock or $0.001 per Conversion Share, as applicable (the “Option Price”), up to but not exceeding the number of shares of Restricted Stock that have not vested in accordance with the provisions of Section 1(b) below as of such termination date. The Stockholder hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time.
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