SPHERE 3D CORP. (NASDAQ:ANY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

            Employment Agreement with Peter Tassiopoulos. to the Overland Transaction, Peter Tassiopoulos ceased to be employed as President of the Company on November 13, 2018, and as a result of such change of control transaction, he was entitled to receive payment in the amount of $400,000 from the Company (the “Change of Control Payment”). Mr. Tassiopoulos has served as the Company’s Chief Executive Officer since November 14, 2018. Because the Company does not have sufficient financial resources to pay the Change of Control Payment, Mr. Tassiopoulos is willing to waive his entitlement to receive the Change of Control Payment and has agreed to restructure such payment entitlement on the terms set forth in a new employment agreement with the Company. On August 15, 2019, we entered into an employment agreement with Mr. Tassiopoulos (the “Employment Agreement”). The Employment Agreement provides for Mr. Tassiopoulos to earn an annual base salary of CAD$310,000, which has been his base salary since his appointment as Chief Executive Officer on November 14, 2018. Mr. Tassiopoulos will also be eligible to receive bonuses and to participate in the Company’s various stock and other retention compensation plans as determined by our board of directors. In addition, Mr. Tassiopoulos will be entitled to a financing bonus (the “M&A Fee”) equal to 3% of the total value of any transaction relating to the purchase of all of the shares or all or substantially all the assets of the Corporation that is completed during Mr. Tassiopoulos’ tenure with the Company and for a period of six months following his ceasing to be an executive of the Company, unless he is terminated by the Company for cause. The Employment Agreement also provides that if we terminate Mr. Tassiopoulos\’ employment without cause or for good reason (including a change in control of the Company), then we will be obligated to pay him the Tassiopoulos Change of Control Payment and the M&A Payment. In addition, the Company shall provide Mr. Tassiopoulos with any pro-rated bonus or other incentives as of the date of termination. These severance benefits shall be paid in a lump sum within 30 days of his termination. If we terminate his employment for good reason, all options or awards issued to Mr. Tassiopoulos shall automatically vest on the date of termination. The Employment Agreement has an indefinite term.

            The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

            Retention Agreement with Joseph O’Daniel. On January 25, 2017, the Company agreed to provide Joseph O’Daniel, the Company’s President of Virtualization and Professional Services, with a retention bonus in the amount of $700,422 of which $533,802 is unpaid (the “Outstanding Retention Payment”). Because the Company does not have sufficient financial resources to pay the Outstanding Retention Payment, Mr. O’Daniel is willing to waive his entitlement to receive the Outstanding Retention Payment and restructure such payment entitlement under a new retention agreement. On August 15, 2019, we entered into a retention agreement with Mr. O’Daniel (the “Retention Agreement”) which provides that if (i) Mr. O’Daniel continues to be employed by the Company until January 12, 2020 (or such earlier date as is agreed in writing by the Company and Mr. O’Daniel) (the “Retention Date”) or (ii) the Company terminates Mr. O’Daniel’ s employment prior to the Retention Date without cause or Mr. O’Daniel resigns for good reason the Company shall pay Mr. O’Daniel the Outstanding Retention Payment plus $10 (the “New Retention Payment”) in one lump sum within five business days. The Retention Agreement also provides that if a change of control occurs prior to the New Retention Payment being paid, and provided Mr. O’Daniel is employed by the Company immediately prior to such change of control, he shall be entitled to receive the New Retention Payment by providing written notice to the Company of his election to receive the New Retention Payment.

            The foregoing description of the Retention Agreement does not purport to be complete and is qualified in its entirety by reference to the Retention Agreement, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

            (d) Exhibits

            
Sphere 3D Corp Exhibit
EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 Sphere 3D Corp. – Exhibit 10.1 – Filed by newsfilecorp.com Exhibit 10.1 PURCHASE AGREEMENT                      THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 15th day of August 2019 by and among Sphere 3D Corp.,…
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