MOBILESMITH, INC. (OTCMKTS:MOST) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On March 18, 2020 (the “Effective Date”), MobileSmith, Inc. (the “Company”) entered into an Executive Employment Agreement with Jerry Lepore to serve as the Company’s Chief Executive Officer (the “Lepore Agreement”). Mr. Lepore has served as the Company’s Chief Executive Officer since January 17, 2020 without a formal employment agreement and is a current member of the Company’s Board of Directors (the “Board”). The Lepore Agreement will continue until December 31, 2020 (the “Initial Term”) unless terminated to its terms as described below.
Under the Lepore Agreement, Mr. Lepore is entitled to an annual base salary of $300,000. The base salary may be increased but not decreased in the sole discretion of the Board. Mr. Lepore is not entitled to an annual bonus during the Initial Term unless granted at the sole discretion of the Board. Subsequent to the Initial Term, Mr. Lepore shall be entitled to an annual bonus subject to the terms and conditions upon which the Company and Mr. Lepore may agree. Mr. Lepore shall not be eligible for commissions on any sales or for any sales involvement.
Also and to the Company’s 2016 Equity Compensation Plan, Mr. Lepore will be granted (i) within thirty days after the Effective Date an option to purchase up to 375,000 shares of the Company’s common stock subject to vesting terms and an exercise price yet to be determined and (ii) an option to purchase up to an additional 375,000 shares of the Company’s common stock which will be granted upon the Company achieving certain business objectives and once granted be subject to vesting terms and an exercise price yet to be determined The specific terms of each of the option grants will be announced once they are determined.
to the Lepore Agreement, if Mr. Lepore’s employment is terminated by Mr. Lepore for good reason (as such term is defined in Lepore Agreement), or by the Company without cause (as such term is defined in Lepore Agreement) prior to July 1, 2020, Mr. Lepore will be entitled to receive, in addition to other unpaid amounts owed to him (e.g., for base salary, accrued personal time and business expenses): (i) to the then base salary for a period of three months (in accordance with the Company’s general payroll policy) and (ii) substantially similar coverage under the Company’s then-current group insurance coverage for a period of three months.
If the Company terminates Mr. Lepore’s employment for cause or employment terminates as a result of Mr. Lepore’s resignation, death or disability or if Mr. Lepore resigns without good reason, Mr. Lepore will only be entitled to unpaid amounts owed to him.
The foregoing summary of certain terms of the Lepore Agreement does not purport to be complete and is subject to, and qualified in their entirety by, the full text of Lepore Agreement, a copy of which are attached hereto as Exhibits 10.1 and is hereby incorporated into this Current Report on Form 8-K by reference.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements for Existing Officers and Director
All information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated herein by referenced.
Additionally, on March 18, 2020, Robert Smith, a current member of the Board, was appointed as the Chairman of the Board and will receive a $5,000 per month cash retainer as compensation for such position.
Item 9.01 Financial Statements and Exhibits.
Executive Employment Agreement dated March 18, 2020 between MobileSmith, Inc. and Jerry Lepore.
MobileSmith, Inc. Exhibit
EX-10 2 employment-agreement_lepo.htm EMPLOYMENT AGREEMENT. JERRY LEPORE employment-agreement_lepo Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made and entered into as of the Effective Date shown at the top of the signature block below (the \”Effective Date\”),…
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About MOBILESMITH, INC. (OTCMKTS:MOST)
MobileSmith, Inc. develops and markets a software-as-a-service (SaaS) platform that allows non-programmers to design and build native mobile applications for smartphones and tablets. The Company’s product is the MobileSmith Platform (the Platform). The Company’s Platform is an application development platform that enables organizations to create, deploy and manage custom, native smartphone and tablet applications deliverable across iPhone operating system (iOS) and Android mobile platforms. The Company’s principal products and services include subscription to its SaaS cloud-based mobile application development platform to customers who design and build their own applications; internal and secure mobile development platform for the United States Department of Defense and related contractors; custom mobile application design and development services; mobile application marketing services, and mobile strategy implementation consulting.
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