TECHCARE CORP. (OTCMKTS:TECR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
to a service agreement dated July 8, 2018 (the “Agreement”), effective as of July 16, 2018, Mr. Biran will receive a monthly retainer of NIS 52,000 (approximately USD 14,300) plus VAT. In the event of a capital raise exceeding USD 1,000,000, Mr. Biran will be entitled to retainer increase to a total of NIS 65,000 (approximately USD 17,900). Furthermore, upon the earlier of either 24 months from the effective date of the Agreement, or a capital raise exceeding USD 5,000,000 and listing of the Registrant on the Nasdaq Stock Market, Mr. Biran shall become an employee of the Registrant and shall receive a base salary of NIS 60,000 as well as NIS 5,000 for automobile expenses (approximately USD 16,500) and other customary social benefits.
Mr. Biran will be reimbursed for customary out-of-pocket expenses incurred as a part of performing his role in accordance with the Registrants reimbursement policy.
to the Agreement and subject to approval of the Registrant’s board of directors, Mr. Biran shall receive options to purchase common stock constituting 3% of the Registrants outstanding stock as of the date of the Agreement (the “Options”). The Options shall vest over a period of four years in quarterly increments, commencing on June 11, 2018, subject to continued provision of services by Mr. Biran in accordance with the Agreement. The Options shall accelerate and become fully vested in the event of a merger or acquisition of the Registrant at an evaluation exceeding USD 50,000,000, or in the event that the Company’s traded value exceeds USD 50,000,000 (each, “Acceleration Event” and together “Acceleration Events”), provided that Mr. Biran provided his services to the Registrant for a period of at least 12 months prior to the Acceleration Event. The exercise of each Option shall be equal to the 30-day volume weighted average price of the Company’s common stock.
Once the Registrant’s annual operating income exceeds USD 1,000,000, Mr. Biran shall be entitled to a retroactive annual bonus of up to four times his monthly retainer for that year, subject to approval of the Registrants board of directors.
In the event that Mr. Biran facilitates an investment in or purchase of the registrant, whole or in part, he shall be entitled to a fee totaling 5% of the investment or purchase price.
The Registrant shall provide Mr. Biran and those working on his behalf with directors and officers insurance in all the relevant fields, including product liability and securities insurance.
The foregoing is a summary of the material terms of the Service Agreement and is qualified in its entirety by reference to the Service Agreement. The form of the Service Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1, and the terms of the Service Agreement are incorporated herein by this reference.
TechCare Corp. ExhibitEX-10.1 2 ex10-1.htm [Free translation into English of an Hebrew Original Document] Services Agreement Which was prepared and signed on June ___,…To view the full exhibit click here
