MusclePharm Corporation (OTCMKTS:MSLP) 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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 18, 2016 (the Effective Date), MusclePharm
Corporation (the Company) entered into an Amended and Restated
Executive Employment Agreement with Ryan Drexler (the Agreement),
to which Mr. Drexler agreed to continue to serve as the Executive
Chairman of the Board of Directors of the Company, and will also
serve as President and Chief Executive Officer of the Company.
Mr. Drexler, age 45, has served as the Executive Chairman of the
Companys Board of Directors since August 26, 2015, and has served
as interim Chief Executive Officer and President of the Company
since March 15, 2016. He is currently, and is expected to remain,
the Chief Executive Officer of Consac, LLC, a privately held firm
that invests in the securities of publicly traded and
venture-stage companies. Previously, Mr. Drexler served as
President of Country Life Vitamins, a family owned nutritional
supplements and natural products company he joined in 1993. In
addition to developing strategic objectives and overseeing
acquisitions for Country Life Vitamins, Mr. Drexler created new
brands that include the BioChem family of sports and fitness
nutrition products. Mr. Drexler negotiated and led the process
which resulted in the sale of Country Life Vitamins in 2007 to
the Japanese conglomerate Kikkoman Corp. Mr. Drexler graduated
from Northeastern University, where he earned a B.A. in political
science.
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
$550,000. Subject to approval by the Board of Directors of the
Company, Mr. Drexler is entitled to a grant of 200,000 shares of
restricted stock, which will be granted under and subject to the
terms and conditions of the Companys 2015 Incentive Compensation
Plan, and will vest in full, subject to such terms and
conditions, upon the first anniversary of the grant date. In
addition, Mr. Drexler is eligible to receive cash- and
equity-based incentive bonuses of up to $1,350,000 in cash and
550,000 shares of restricted stock, respectively, based upon the
achievement of specified performance goals and a transaction
bonus equal to between 5% and 10% of the aggregate purchase price
received upon a qualifying sale of the Company (as such terms are
defined in the Agreement) for $150 million or more that is
consummated on or prior to the third anniversary of the Effective
Date (or the fifth anniversary as provided for below). 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.
If Mr. Drexlers employment is terminated for any reason, each
equity award granted to him will fully vest and he will be
entitled to any unpaid transaction bonus and cash- and
equity-based performance bonuses, to the extent earned as of the
date of such termination, in addition to any amounts required by
law or Company policy. In addition, if Mr. Drexlers employment is
terminated for any reason other than by the Company for cause or
by Mr. Drexler without good reason (as such terms are defined in
the Agreement), Mr. Drexler will remain eligible to receive the
transaction bonus described above if a qualifying sale occurs
prior to the fifth anniversary of the Effective Date, subject, in
certain cases, to his execution of a release of claims in favor
of the Company and its affiliates.
Under the Agreement, Mr. Drexler has agreed to certain
restrictions on competition and 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 (as such terms are
defined in the Agreement). The agreement also contains
restrictions with respect to disclosure of the Companys
confidential information.
The foregoing description of the terms of the agreement does not
purport to be a complete description and is qualified in its
entirety by reference to the agreement, which is attached hereto
as Exhibit 10.1 and is incorporated by reference in its entirety
into this Item 5.02.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit No. | Description |
| 10.1 |
Amended and RestatedExecutive Employment Agreement,dated as of November 18, 2016, entered into between the Company and Ryan Drexler. |
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. MusclePharm Corporation (OTCMKTS:MSLP) Recent Trading Information
MusclePharm Corporation (OTCMKTS:MSLP) closed its last trading session up +0.04 at 2.14 with 2,994 shares trading hands.