MARATHON PATENT GROUP, INC. (NASDAQ:MARA) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 11, 2018, Marathon Patent Group, Inc., a Nevada corporation (the “Company”), entered into a 2 year Employment Agreement, subject to successive 1 year extension, with Merrick Okamoto (the “Agreement”), to which Mr. Okamoto will serve as the Executive Chairman and Chief Executive Officer of the Company. to the terms of the Agreement, Mr. Okamoto shall receive a base salary at an annual base salary of $350,000 (subject to annual 3% cost of living increase) and an annual bonus up to 50% of base salary as determined by the Compensation Committee or the Board. As further consideration for Mr. Okamoto’s services, the Company agreed to issue Mr. Okamoto ten (10) year stock options to purchase 5,000,000 shares of Common Stock, with a strike price of $0.58 per share, vesting fifty (50%) percent on the date of grant and twenty-five (25%) percent on each six (6) months anniversary of the date of grant provided Mr. Okamoto is still eligible under the Company’s 2018 Executive Incentive Plan (the “2018 Plan”).
Upon termination of employment for any reason, Mr. Okamoto is entitled to additional compensation consisting of base salary, pro rata annual bonus, unused vacation time and reimbursement of expense. Upon termination by the Company other than for cause or by Mr. Okamoto for good reason (as defined in the Agreement) all option awards shall continue to vest in accordance with the vesting schedule and if such termination occurs within 180 days of a change of control (as defined in the Agreement), Mr. Okamoto shall be entitled to enhanced separation benefits consisting of the greater of the Base Salary through the balance of the employment period, as renewed, or 12 months, continued participation in benefit plans and immediate vesting of all stock options/equity awards.
On October 15, 2018, the Company, entered into a 2 year Employment Agreement, subject to successive 1 year extension, with David Lieberman (the “Lieberman Agreement”), to which Mr. Lieberman will serve as the Chief Financial Officer of the Company. to the terms of the Lieberman Agreement, Mr. Lieberman shall receive a base salary at an annual base salary of $180,000 (subject to annual 3% cost of living increase) and an annual bonus up to 50% of base salary as determined by the Compensation Committee or the Board. As further consideration for Mr. Lieberman’s services, the Company agreed to issue Mr. Lieberman ten (10) year stock options to purchase 200,000 shares of Common Stock, with a strike price of $0.58 per share, vesting fifty (50%) percent on the date of grant and twenty-five (25%) percent on each six (6) months anniversary of the date of grant provided Mr. Lieberman is still eligible under the Company’s 2018 Plan.
Upon termination of employment for any reason, Mr. Lieberman is entitled to additional compensation consisting of base salary, pro rata annual bonus, unused vacation time and reimbursement of expense. Upon termination by the Company other than for cause or by Mr. Okamoto for good reason (as defined in the Lieberman Agreement) all option awards shall continue to vest in accordance with the vesting schedule and if such termination occurs within 180 days of a change of control (as defined in the Lieberman Agreement), Mr. Lieberman shall be entitled to enhanced separation benefits consisting of the greater of the Base Salary through the balance of the employment period, as renewed, or 9 months, continued participation in benefit plans and immediate vesting of all stock options/equity awards.
The forgoing descriptions of the principal terms of the Agreement and the Lieberman Agreement are general descriptions only, do not purport to be complete, and are qualified in their entirety by reference to the terms of the Agreement and the Lieberman Agreement attached hereto as Exhibit 10.1 and 10.2, respectively, which are incorporated herein by reference.
On October 12, 2018 the Board adopted the form of Non-Qualified Stock Option Agreement (“NQ Agreement”) providing for the award of options to eligible recipients under the Company’s 2018 Equity Incentive Plan.
The forgoing description of the principal terms of the NQ Agreement is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the NQ Agreement attached hereto as Exhibit 10.3, which is incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information set forth in Item 1.01 is incorporated by reference into Item 3.02.
Grant of Stock Options
On October 12, 2018, the Board approved the issuance of options to purchase shares of the Company’s common stock to the Company’s 2018 Plan (the “Options”) as follows. Each Option has an exercise price of $0.58, a ten year term and vests fifty (50%) percent on the date of grant and twenty-five (25%) percent following on each six (6) months anniversary of the date of grant provided the awardee is still eligible under the Company’s 2018 Plan.
| Name | Number of Options |
| Merrick Okamoto | 5,000,000 |
| David Lieberman | 200,000 |
| James Crawford | 100,000 |
| Michael Rudolph | 50,000 |
| Michael Berg | 50,000 |
| Fred Thiel | 50,000 |
The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFI CERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
The information set forth in Item 1.01 and Item 3.02 is incorporated by reference into Item 5.02.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Marathon Patent Group, Inc. ExhibitEX-10.1 2 ex10-1.htm EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the October 10,…To view the full exhibit click here
About MARATHON PATENT GROUP, INC. (NASDAQ:MARA)
Marathon Patent Group Inc. (MARA) is engaged in acquiring patents and patent rights from owners or other ventures. The Company monetizes its portfolio of patents and patent rights by entering into license discussions. The Company owns around 378 United States and foreign patents, and patent rights across a range of technologies and markets. The Company owns around 22 patent applications across a range of technologies and markets.
