• SEC Filings

On February 26, 2018, MusclePharm Corporation (the “Company”) entered into an Amended and Restated Executive Employment Agreement with Ryan Drexler (the “Agreement”), effective February 1, 2018 (the “Effective Date”), to which Mr. Drexler agreed to continue to serve as the Company’s President and Chief Executive Officer and as the Chairman of the Board of Directors of the Company.

Unless terminated earlier in accordance with its terms, the Agreement will continue in effect until the third anniversary of the Effective Date, and will automatically renew for additional one-year periods at the end of such three-year period and thereafter unless notice of non-renewal is given in accordance with the terms of the Agreement.

The Agreement provides for an initial annual base salary of $700,000, and such base salary shall increase to $750,000 beginning on January 1, 2020. Mr. Drexler is eligible to receive cash-based incentive bonuses of up to $350,000, based upon the achievement of specified performance goals. In addition, Mr. Drexler is eligible to receive a 2018 performance bonus in an amount equal to 75% of his then-current base salary, based upon the achievement of certain gross profit margins and recognized revenue thresholds. Mr. Drexler and the Company will negotiate in good faith to devise a mutually agreeable performance bonus plan for the 2019 fiscal year and fiscal years thereafter. Mr. Drexler is also eligible for grants of equity awards available to other senior executives of the Company as may be determined by the Board of Directors of the Company or its compensation committee.

Concurrent with entry into the Agreement, Mr. Drexler and the Company entered into a Transaction Bonus Agreement, dated February 26, 2018 (the “Bonus Agreement”). to the Bonus Agreement, upon the occurrence of a qualifying sale (as such term is defined in the Bonus Agreement), and provided that at the time of the qualifying sale, Mr. Drexler is an owner of at least 20% of the shares of the Company, Mr. Drexler will be entitled to a transaction bonus equal to 10% of the aggregate purchase price (as such term is defined in the Bonus Agreement), if such price is in excess of $50 million.

Under the Agreement, Mr. Drexler has agreed to certain restrictions on solicitation, which continue for 12 months following the termination of his employment, if his employment is terminated due to disability, by him for good reason or by the Company with or without cause, due to expiration of the employment period by notice of non-renewal or due to termination of his employment upon a notice of termination (as such terms are defined in the Agreement). The agreement also contains restrictions with respect to disclosure of the Company’s confidential information.

The foregoing description of the terms of the Agreement and the Bonus Agreement do not purport to be complete descriptions and are qualified in its entirety by reference to the agreements, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference in their entirety into this Item 5.02.

Item 9.01. Financial Statements and Exhibits

MusclePharm Corp Exhibit
EX-10.1 2 mslp_ex101.htm AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Blueprint   Exhibit 10.1   AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT   This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of February,…
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About MusclePharm Corporation (OTCMKTS:MSLP)

MusclePharm Corporation is a performance lifestyle company. The Company develops, manufactures, markets and distributes branded nutritional supplements. The Company offers a range of powders, capsules, tablets and gels. The Company’s portfolio of brands targets various types of fitness enthusiasts, including professional, combat sport, weight training, bodybuilding, running, basketball, soccer, cross fit, golf, tennis, volleyball and other active lifestyle activities. The MusclePharm Sport Series includes supplements that cover the needs of athletes, including their workout needs. MusclePharm Hybrid Series products include Assault, Amino1 and Combat Protein Powder. FitMiss products are designed and formulated for the active woman’s lifestyle utilizing ingredients that cover the range of busy women’s needs, including weight loss, multi-vitamins, protein shakes, detox, skin care and pre-workout energy mixes. MusclePharm Core products include BCAA 3:1:2, CLA Core and Fish Oil.