ORPORATION (NASDAQ:Cabot) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On November 15, 2016, White Mountain Titanium Corporation (the
Company) entered into a CEO Management Services Agreement (the
Agreement) with Andrew Sloop, the Companys CEO and Chairman. The
Agreement sets forth the terms and conditions of Mr. Sloops
services as the Interim Chief Executive Officer of the Company.
It provides for monthly compensation of $6,000, retroactive to
September 22, 2016, the date on which Mr. Sloop was appointed
CEO. The agreement does not have a fixed term but is terminable
by either party upon 10 days prior written notice. Mr. Sloop is
also a member and manager of Nexo Water, WMTM Holdings, LLC, and
their joint affiliates, with whom the Company has and may in the
future have business transactions. The Agreement Provides for
resolution of any conflicts of interest created based upon these
relationships to the terms of NRS Section 78.140, a Nevada
statute which addresses potential conflicts of interest between
management and the issuer. The Agreement also provides that any
corporate opportunities in the area of desalination which become
known to Mr. Sloop will be first presented to the Company.
The Agreement moreover provides for indemnification of Mr. Sloop
related to any losses arising from his services as CEO. It also
provides for advancement of costs, provided Mr. Sloop furnishes
the Company with an undertaking to repay such amount or amounts
if it is ultimately determined by a court of competent
jurisdiction that he was not entitled to be indemnified by the
Company as authorized by the Agreement or otherwise. The
Agreement further provides that if a claim for indemnification is
unavailable to Mr. Sloop, then the Company, in lieu of
indemnifying Mr. Sloop, is required to contribute to the amount
paid or payable by Mr. Sloop as a result of any losses incurred
in such proportion as is appropriate to reflect the relative
fault of the Company and Mr. Sloop in connection with the
actions, statements or omissions that resulted in such losses as
well as any other relevant equitable considerations.
The Agreement further provides a limited release through the date
of the Agreement, except for acts constituting gross negligence
or criminal activity, for Mr. Sloop, WMTM Holdings, LLC, and Nexo
Water arising out of (i) actions and performance in his duties as
CEO; (ii) relative directorships in the Company and any
subsidiary; (iii) any inherit conflict of interest under the Loan
Agreement dated March 16, 2016 with WMTM Holdings, LLC; and (iv)
negotiation and execution of the development of the Cerro Blanco
desalination plan to the Assignment of Development Rights of
Cerro Blanco Desalination Plant dated March 16, 2016, between the
Company and Nexo Water.
A copy of the Agreement is included with this report as Exhibit
99.1.
|
Item 5.02 |
Departure of Directors or Certain Officers; |
The information disclosed in Item 1.01 above is hereby
incorporated in response to this Item.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | CEO Management Services Agreement dated November 15, 2016. |
About ORPORATION (NASDAQ:Cabot)
