Mill City Ventures III, Ltd. (OTCMKTS:MCVT) Files An 8-K Entry into a Material Definitive Agreement

Mill City Ventures III, Ltd. (OTCMKTS:MCVT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

Entry into Material Definitive Agreement.
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On January 28, 2019, Mill City Ventures III, Ltd., a Minnesota corporation (the“Company” or “we”), entered into executive employment agreements with each of Messrs. Douglas M. Polinsky, our Chief Executive Officer, and Joseph A. Geraci, II, our Chief Financial Officer. Each of these agreements were dated so as to be effective as and from January 1, 2019.

Each executive employment agreement has a three-year term ending on December 31, 2021. In the case of Mr. Polinsky, our agreement specifies that he will serve as our Chief Executive Officer, and in the case of Mr. Geraci, our agreement specifies that he will serve as our Chief Financial Officer. Under Mr. Polinsky’s agreement, we agreed to pay him a base salary of $50,000 per year; and under Mr. Geraci’s agreement, we agreed to pay him a base salary of $100,000 per year. Under each executive employment agreement, the Compensation Committee of our Board of Directors has the authority to increase (but not decrease) the base salary payable to the executives. The Compensation Committee will also determine an annual cash bonus payable to each executive based on criteria established by the committee. The executive employment agreements provided for our payment to each executive of $10,000 in connection with their execution and delivery of their employment agreement. Finally, each executive employment agreement provides the executive with the right to reimbursement for all reasonable and appropriate business expenses incurred in connection with the performance of their duties.

We have the right to terminate the executive employment agreements, without cause (as defined therein), upon at least 30 days prior written notice. Similarly, each executive has the right to terminate his executive employment agreement for good reason (as defined therein) upon at least 30 days prior written notice. Upon the termination of either employment agreement, the terminated executive shall be entitled to receive compensation through the date of termination, and reimbursement for any expenses incurred through the date of such termination. If the Company were to terminate an executive for cause, we may offset against such payments any damages we sustain as a result of the conduct constituting cause.

The executive employment agreements prohibit the executives from disclosing our confidential information and from soliciting any of our employees during the term of the agreements and for a 12-month period thereafter. The executive employment agreements also contain provisions relating to Company investment opportunities, which provisions are consistent with Company policies and procedures. Finally, each executive employment agreement contains other terms and conditions customary for employment agreements between a public company and its executive management.

The description herein of the material terms and conditions of our executive employment agreements with Messrs. Polinsky and Geraci is qualified in its entirety by the actual text of each such agreement, copies of which are being filed as exhibits to this report.

Item 9.01. Financial Statements and Exhibits.

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Mill City Ventures III, Ltd Exhibit
EX-10.1 2 tv512249_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   EMPLOYMENT AGREEMENT   This Employment Agreement (this “Agreement”),…
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About Mill City Ventures III, Ltd. (OTCMKTS:MCVT)

Mill City Ventures III, Ltd. is a business development company. The Company is focused on investing in or lending to privately and small-capitalization public companies and making managerial assistance available to such companies. The Company’s objective is to obtain returns from investments in securities and other investment opportunities available to business development companies. The Company intends to invest capital in portfolio companies for purposes of financing acquisitions, recapitalizations, buyouts, organic growth and working capital. The Company plans to identify investments through multiple sources, including private equity sponsors, investment bankers, brokers, and owners and operators of businesses. The Company plans to invest in private companies, small-capital public stocks, notes and other forms of debt, investment contracts and other investments commonly referred to as securities.

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