GREY CLOAK TECH INC. (OTCMKTS:GRCK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Pitts Employment Agreement
On September 28, 2018, we entered into an Employment Agreement with Kevin “Duke” Pitts. to Mr. Pitts’ Employment Agreement, we have agreed to pay Mr. Pitts an annual base salary of $60,000, and he may receive employee stock options as determined by the Board of Directors. Mr. Pitts’ employment is “at will” and either party may terminate the agreement at any time.
If terminated without Cause or as a result of Constructive Termination, Mr. Pitts will receive severance equal to three months’ pay at his most recent Base Salary. If Mr. Pitts is terminated for Cause, Disability or death, or voluntarily resigns, he will not receive any severance, only unpaid salary as of the date of termination and vested benefits. The Employment Agreement includes non-compete and non-solicitation provisions that apply during the term of the Employment Agreement and for a period of one year after Mr. Pitts’ termination. Capitalized terms in this section not defined herein have the meaning given to such terms in the Employment Agreement.
Mr. Pitts’ Employment Agreement also requires that certain proprietary information of the Company be kept confidential. The Company will be the owner of certain intellectual property conceived or made by Mr. Pitts prior to termination of the Employment Agreement. Mr. Pitts’ Employment Agreement also contains other certain terms and conditions which are common in such agreements, and reference is made herein to the text of the Employment Agreement which will be filed in our next Quarterly Report on Form 10-Q or Annual Report on Form 10-K.
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Kevin “Duke” Pitts
On September 28, 2018, Kevin “Duke” Pitts, age 59, was appointed to our Board of Directors and as our Chief Executive Officer and President. Mr. Pitts is a proven leader who has 30 years of senior management experience within a technology-driven industry. Mr. Pitts has been the President and Owner of Envision Enterprises, a consumer electronic integration business, where he has worked since 2007.
Earlier in his career, Mr. Pitts served as the Director of Direct Marketing at Dish Network, the well-known satellite television provider. His deep experience in senior management and marketing will be of great value to the Company.
See Item 1.01, above, for a description of the terms of our Employment Agreement with Mr. Pitts, which description is incorporated herein by reference.
Also on September 28, 2018, Mr. Pitts entered into a Stock Purchase Agreement with Patrick Stiles, the same day that Mr. Stiles resigned from his positions as our President and as a member of our Board of Directors. to the Stock Purchase Agreement, Mr. Pitts purchased all of Mr. Stiles’ ownership interest in the Company, which consisted of 348,604 shares of our Series A Convertible Preferred Stock for $10,000.
Resignation of Patrick Stiles
On September 28, 2018, Patrick Stiles resigned as one of the members of our Board of Directors, and as our Chief Executive Officer and President. Mr. Stiles’ resignation did not involve any disagreement with the Company or other management relating to the Company’s operations, policies, practices or otherwise.
About GREY CLOAK TECH INC. (OTCMKTS:GRCK)
Grey Cloak Tech Inc. is engaged in developing a cloud-based software to detect advertising fraud on the Internet. The Company’s cloud-based product, Fraudlytic, is a secure platform that detects, analyzes and destroys bots while allowing consumer traffic to click and view digital advertisements. Fraudlytic’s suite of filters detects various permutations of digital advertising fraud, including cookie stuffing, advertisement stacking, and domain spoofing to allow advertisers to regain control of their advertising budget. Its software application has been uploaded to the Amazon cloud and the overall system runs over My Structured Query Language (MySql) instances using the Amazon storage area network (SAN) for storage of the data. Its TrueClick Compliance product includes the features of the basic TrueClick package with the addition of a selective online marketing feature, which is useful for regulated industries in state or federal compliance.