SITO MOBILE, LTD. (NASDAQ:SITO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
2017 Bonus Metrics. For the fiscal year ended December 31, 2017, each Executive’s annual cash bonus will be determined according to two metrics — SITO’s revenues during the six months ended December 31, 2017 and the number Data Deals (as defined in each Employment Agreement) executed during the year. If SITO’s revenue for the six months ended December 31, 2017 is at least $20.0 million and SITO executes not less than two Data Deals, each Executive will be entitled to a bonus equal to 50% of his base salary. If SITO’s revenue for the six months ended December 31, 2017 is at least $22.5 million and SITO executes not less than three Data Deals, each Executive will be entitled to a bonus equal to 50% of his base salary. If SITO’s revenue for the six months ended December 31, 2017 is at least $25.0 million and SITO executes not less than four Data Deals, each Executive will be entitled to a bonus equal to 200% of his base salary.
Severance Benefits. Each of the Employment Agreements provides that if the respective Executive’s employment is terminated by SITO without cause (as defined in the Employment Agreement) or by the Executive for good reason (as defined in the Employment Agreement), then he will have the right to receive:
| ● | twelve months of base salary following that termination; |
| ● | a cash bonus equal to 50% of the Executive’s base salary, which amount will be paid in the year following the termination at the time annual bonuses are paid to SITO’s senior executives; |
| ● | accelerated vesting of 50% of the Executive’s initial stock option award set forth above; |
| ● | accelerated vesting of the Executive’s initial RSU award, prorated based on the number of years served prior to termination; and |
| ● | a waiver of the applicable premium otherwise payable for COBRA continuation coverage for him (and, to the extent covered immediately prior to the date of such cessation, his eligible dependents) for a period equal to twelve months. |
Change of Control Benefits. Each of the Employment Agreements provides that if the respective Executive’s employment is terminated by SITO without cause or upon resignation by the Executive for good reason, in each case, during the twelve month period following a change in control (as defined in the Employment Agreement) of SITO, all of his unvested restricted stock, stock options and other equity incentives awarded him by SITO will become immediately and automatically fully vested and exercisable (as applicable).
Each Employment Agreement also provides for customary non-competition, non-solicitation and employee no-hire covenants that apply during employment and the twelve month period thereafter and a perpetual confidentiality covenant.
The description of terms and conditions of the Employment Agreements, the Form of Notice of Stock Option Grant and the Form of RSU Award Agreementset forth herein do not purport to be complete and are qualified in their entirety by the full text of the Employment Agreements the Form of Notice of Stock Option Grant and the Form of RSU Award Agreement, which are attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 respectively, and incorporated herein by reference and incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number | |
| 4.1 | Form of Warrant |
| 10.1 | Form of Securities Purchase Agreement |
| 10.2 | Employment Agreement dated as of July 24, 2017, by and between SITO Mobile, Ltd. and Mark Del Priore |
| 10.3 | Employment Agreement dated as of July 24, 2017, by and between SITO Mobile, Ltd. and William A. Seagrave |
| 10.4 | Employment Agreement dated as of July 24, 2017, by and between SITO Mobile, Ltd. and Thomas J. Pallack |
|
10.5 |
Form of Notice of Stock Option Grant |
|
10.6 |
Form of RSU Award Agreement |
| 99.1 | Press Release dated July 24, 2017 |
SITO MOBILE, LTD. ExhibitEX-4.1 2 f8k072417ex4i_sitomobile.htm FORM OF WARRANT Exhibit 4.1 PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT,…To view the full exhibit click here
About SITO MOBILE, LTD. (NASDAQ:SITO)
SITO Mobile, Ltd. operates a mobile location-based advertising platform serving businesses, advertisers and brands. The Company’s offerings include SITO Location-Based Advertising and SITO Mobile Messaging. SITO Location-Based Advertising delivers display advertisements and videos on behalf of advertisers, including various features, such as Geo-fencing, Verified walk-in, Behavioral Targeting, and Analytics and Optimization. Geo-fencing targets customers within a certain radius of location and uses technology to push coupons, advertisements and promotions to mobile applications. Verified Walk-in tracks foot-traffic to locations and which advertisements drive action. Behavioral Targeting tracks past behaviors over 30 to 90 day increments allowing for real-time campaign management. Analytics and Optimization is a culling and building measurement system. SITO Mobile Messaging is a platform for building and controlling programs, including messaging and customer incentive programs.
