QUEST SOLUTION, INC. (OTCMKTS:QUES) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth below under Item 5.02 is hereby
incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b), (c) On April 1, 2017, Shai Lustgarten, was appointed as the
President and Chief Executive Officer of Quest Solution, Inc.
(the Company), effective immediately. Mr. Lustgarten will be
located at the Company headquarters in Eugene, Oregon.
Mr. Lustgarten, 46, was previously Chief Executive Officer at
Micronet Limited Inc., a developer and manufacturer of mobile
computing platforms for integration into fleet management and
mobile workforce solutions listed on the Tel Aviv Stock Exchange,
from 2014 to 2017. In 2013 and 2014, Mr. Lustgarten served as EVP
Business Development and Head of the Aerospace and defense
Division of Micronet Enertec.Technologies, a technology company
listed on the NASDAQ Capital Market. Mr. Lustgarten was VP of
Sales, Marketing and CMO of TAT Technologies, a world leading
supplier of electronic systems to the commercial and defense
markets, from 2009 to 2013. His prior experience also includes
serving as CEO of T.C.E. Aviation Ltd. in Belgium and serving as
the assistant to the Military Attache at the Embassy of Israel in
Washington, DC from 1993 to 1997. He received his Bachelor of
Science degree in Business Management Computer Science from the
University of Maryland.
In connection with Mr. Lustgartens appointment as President and
Chief Executive Officer of the Company, the Company and Mr.
Lustgarten entered into an Employment Agreement, dated February
17, 2017 (the Employment Agreement) and Modification Agreement
dated April 1, 2017 collectively (the Lustgarten Employment
Agreements). The Employment Agreements has an initial term of two
years (the Term), which Term shall be extended or termnated with
mutual consent. Mr. Lustgartens initial base salary shall be
$240,000 per year. Mr. Lustgarten shall be eligible to receive
(i) a one-time sign-on bonus of $48,000 worth of shares of the
Companys restricted common stock which represents 640,000
restricted common stock, which will vest upon approval on the
2017 Financial Plan submitted to the Board of Directors (ii) a
performance bonus at the end of the Companys fiscal year 2017
based on measurable objectives, to be approved by the
Compensation Committee of the Board of Directors, and (iii) a
stock option grant of 2,281,000 stock options. The options are
exercisable as follows: options to purchase 760,333 are
immediately vested at an exercise price of $0.075 per share;
options to purchase 760,333 vest on February 19, 2018 at an
exercise price of $0.09 per share, and options to purchase
760,334 shares vest on February 17, 2019 at an exercise price of
$0.09 per share, subject to any change in control acceleration
provisions..
During the employment period, Mr. Lustgartens employment with the
Company is at-will and may be terminated by either the Company or
Mr. Lustgarten at any time, and for any reason. In the event Mr.
Lustgarten voluntarily resigns for Good Reason (as defined in the
Lustgarten Employment Agreements) or the Company terminates Mr.
Lustgartens employment for any reason other than for Cause (as
defined in the Lustgarten Employment Agreements), then the
Company shall pay to Mr. Lustgarten the Termination Benefits (as
defined in the Employment Agreement), which includes a severance
payment equal to the greater of the remaining term of the
Employment Agreement or one year..
The Employment Agreement also contains customary confidentiality
and nondisparagement provisions.
Mr. Lustgarten does not have a family relationship with any of
the current officers or directors of the Company. Other than the
Lustgarten Employment Agreements, there are no arrangements or
understandings between Mr. Lustgarten and any other person to
which Mr. Lustgarten was appointed to serve as the President and
Chief Executive Officer. There is no currently proposed
transaction, and since the beginning of fiscal year 2017 there
has not been any transaction, involving the Company and Mr.
Lustgarten which was a related person transaction within the
meaning of Item 404(a) of Regulation S-K.
On April 1, 2017, Thomas O Miller stepped down as the President
and Interim Chief Executive Officer of the Company, effective
immediately. Mr. Miller will continue with the Company as the
Chairman of the Board.
The above description of the terms of the Lustgarten Employment
Agreements are not complete and are qualified by reference to the
complete documents, which are attached hereto as Exhibits 10.1
and 10.2 incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
to the rules and regulations of the Securities and Exchange
Commission, the information in this Item 7.01 disclosure,
including Exhibit 99.1 and the information set forth therein, is
deemed to have been furnished and shall not be deemed to be filed
under the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 10.1 |
Employment Agreement by and between the Company and Shai Lustgarten |
|
| 10.2 |
Modification Agreement by and between the Company and Shai Lustgarten |
About QUEST SOLUTION, INC. (OTCMKTS:QUES)
Quest Solution, Inc., formerly Amerigo Energy, Inc., is a national mobility systems integrator. The Company focuses on the design, delivery, deployment and support of integrated mobile solutions. It offers end-to-end solutions, which include hardware, software, communications and lifecycle management services. It offers a suite of configurable packaged software solutions, which include Order Entry, DSD and Route, Intelligent Order Entry, ITrack, Warehouse, Proof of Delivery, WTMiP and Easy Order. In addition, it guides companies through the development and deployment process, from selecting technology to the company-wide rollout of a customized solution that fits a company’s requirements. It performs a technical evaluation of the client’s operations and specific operational problems, and then determines the optimal hardware and software solutions. It delivers ongoing services provided throughout the deployment process and product life cycle. It also delivers installation services. QUEST SOLUTION, INC. (OTCMKTS:QUES) Recent Trading Information
QUEST SOLUTION, INC. (OTCMKTS:QUES) closed its last trading session 00.0000 at 0.0930 with 600 shares trading hands.