ICTV BRANDS INC. (OTCMKTS:ICTV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02 Compensatory Arrangements of Certain Officers
As previously reported on March 1, 2017, ICTV Brands Inc. (the “Company”) entered into an employment agreement, effective January 1, 2017 (the “Employment Agreement”), with Kelvin Claney, its Chief Executive Officer, in order to ensure his continuing long-term services. The term of the Employment Agreement is an initial term of three years, with automatic renewals each year for a new three-year term.
On February 12, 2019, the Company and Mr. Claney entered into an amendment to the Employment Agreement, effective January 1, 2019 (the “Amendment”). The Amendment provides that Mr. Claney will serve as the Company’s Chief Executive Officer, responsible for all of the Company’s business operations. During his term as CEO, Mr. Claney has the right at any time, upon 60 days written notice to the Company’s Board of Directors, to resign his position as CEO and become Creative Director of the Company, responsible for product identification and development, infomercial and video commercial development and product sales initiatives. If Mr. Claney chooses to resign as CEO and become Creative Director, he will receive a base salary, to be agreed upon, of not less than $195,000.
to the Amendment, Mr. Claney will receive an annual base salary of $190,000, which reflects a temporary reduction in base salary to which Mr. Claney agreed initially from April 1, 2018 through December 31, 2018, and which Mr. Claney has agreed to continue until the next calendar quarter in which the Company reports a net income for the quarter, as determined by reference to the Company’s quarterly financial statements as reviewed by the Company’s independent auditors. Thereafter, Mr. Claney’s base salary will revert back to $290,000 as set forth in the Employment Agreement. The temporary reduction in Mr. Claney’s base salary does not affect his base salary for purposes of calculating any compensation that would be due upon a termination of Mr. Claney’s employment. As compensation for the temporary reduction in base salary, Mr. Claney will receive 250,000 shares of the Company’s common stock and will be granted options under the Company’s 2011 Incentive Stock Option Plan to purchase an additional 350,000 shares with a ten-year expiration and at an exercise price of $.05 per share. The Amendment also provides that the Company will reimburse Mr. Claney for Medicare premiums and for the reasonable cost of supplemental health insurance for him and his spouse, as approved by the Company’s Compensation Committee.
Except as amended by the Amendment, all terms and conditions of the Employment Agreement remain unchanged and in full force and effect.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Unless otherwise indicated, the following exhibits are filed herewith:
ICTV Brands Inc. Exhibit
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About ICTV BRANDS INC. (OTCMKTS:ICTV)
ICTV Brands, Inc., formerly International Commercial Television, Inc., sells various health, wellness and beauty products, as well as miscellaneous consumer products through a range of sales channels throughout the United States and internationally. The Company’s segments include direct response television (DRTV) Consumer and International Third Party Distributor. It develops, markets and sells products through a multi-channel distribution strategy, including DRTV, digital marketing campaigns, live home shopping, traditional retail and e-commerce market places, and its international third-party distributor network. It offers primarily health, beauty and wellness products, as well as various consumer products, including DermaWand, a skin care device; DermaVital, a skin care line; the CoralActives brand of acne treatment and skin cleansing products; Derma Brilliance, a skin care resurfacing device; Jidue, a facial massager device, and Good Planet Super Solution, a cleaning agent.