WORKHORSE GROUP INC. (NASDAQ:WKHS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. | |
| Item 3.02 | Unregistered Sales of Equity Securities |
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 19, 2017, Stephen S. Burns and Workhorse Group Inc. (the
Company) entered into an Executive Retention Agreement whereby
Mr. Burns was retained as Chief Executive Officer in
consideration of an annual salary of $325,000. Further, the
Company entered Executive Retention Agreements with Duane Hughes
as Chief Operating Officer/President at an annual salary of
$275,000 and Julio Rodriguez as Chief Financial Officer at an
annual salary of $225,000. Subject to the Company adopting an
equity incentive plan and increasing its authorized shares of
common stock, the Company also granted stock options exercisable
at $5.28 per share to Mr. Burns, Mr. Hughes and Mr. Rodriguez
Stock Options to acquire 1,000,000, 400,000 and 200,000 shares of
common stock of the Company, respectively, which are exercisable
for a period of ten years. The Stock Options vest in 16 equal
quarterly tranches.
For each executive, the Company has agreed to provide a bonus of
25% of their base salary upon the Company achieving 75% of annual
reveue targets established by the Board of Directors and
management. The cash bonus will be increased to 37.5% and 50% of
the base salary in the event that 100% or 125% of the revenue
target is achieved, respectively. The Company and the executives
also each entered into an Indemnification Agreement. The
employment of each of the executives is at will and may be
terminated at any time, with or without formal cause.
to the terms of the executive retention agreements, the Company
has agreed to provide specified severance and bonus amounts and
to accelerate the vesting on their equity awards upon termination
upon a change of control or an involuntary termination, as each
term is defined in the agreements. In the event of a termination
upon a change of control or an involuntary termination, the
executives are entitled to receive an amount equal to 12months of
their base salary and the target bonus then in effect for the
executive officer for the year in which such termination occurs,
such bonus payment to be pro-rated to reflect the full number of
months the executive remained in the Companys employ. In
addition, the vesting on any equity award held by the executive
officer will be accelerated in full upon a change of control or
an involuntary termination. In the event the executive is
terminated for cause, then the vesting of all equity awards shall
cease and such equity awards will be terminated. In the event the
executive leaves for any reason that is not considered a good
reason, then the vesting of equity award shall cease. At the
election of the executive officer, the Company will also continue
to provide health related employee insurance coverage for twelve
months, at the Companys expense upon termination upon a change of
control or an involuntary termination.
The above offers and sales of the securities were made to
accredited investors and the Company relied upon the exemptions
contained in Section 4(2) of the Securities Act and/or Rule 506
of Regulation D promulgated there under with regards to the
sales. No advertising or general solicitation was employed in
offerings the securities. The offers and sales were made to
accredited investors and transfer of the securities was
restricted by the Company in accordance with the requirements of
the Securities Act of 1933.
The foregoing is only a brief description of the material terms
of the above corporate actions and agreements, and does not
purport to be a complete description of the rights and
obligations of the parties under those agreements, and such
descriptions are qualified in their entirety by reference to the
agreements which are filed as exhibits to this Current Report.
| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit No. | Description | |
| 10.1 |
Executive Retention Agreement by and between Workhorse Group Inc. and Stephen S. Burns dated May 19, 2017 |
|
| 10.2 |
Executive Retention Agreement by and between Workhorse Group Inc. and Duane Hughes dated May 19, 2017 |
|
| 10.3 |
Executive Retention Agreement by and between Workhorse Group Inc. and Julio Rodriguez dated May 19, 2017 |
|
| 10.4 | Form of Indemnification Agreement | |
| 10.5 |
Form of Employee Invention Assignment, Confidentiality, Non-Compete and Non-Solicit Agreement |
About WORKHORSE GROUP INC. (NASDAQ:WKHS)
Workhorse Group, Inc., formerly AMP Holding Inc., is a development-stage company. The Company designs, develops, manufactures and sells medium-duty trucks with powertrain components under the Workhorse chassis brand. The Company’s products include trucks comprising powertrain and chassis. Its powertrain products include E-GEN and E-100. Its chassis products include W88, W22, W42 and W62. E-GEN is an electric drive, transmission-free system, which has a gasoline/propane or compressed natural gas (CNG) engine that functions as an auxiliary generator. E-100, an all-electric, medium-duty truck, is an electric power-train. It focuses on offering W88 chassis with gross vehicle weight (GVW) ratings of 10,000 to 26,000 pounds. The W22 chassis is designed to meet the needs of the recreational vehicle market for weight ratings till over 26,000 GVW. The W42 chassis is designed for the 12,000 to 14,500 GVW vehicle market. The W62 chassis is designed for the 19,500 to 23,500 GVW vehicle market. WORKHORSE GROUP INC. (NASDAQ:WKHS) Recent Trading Information
WORKHORSE GROUP INC. (NASDAQ:WKHS) closed its last trading session up +0.16 at 3.68 with 600,067 shares trading hands.