Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective April 1, 2023, Stephen Morris resigned as our interim Chief Executive
Officer.
On April 1, 2023, we appointed Stephen Morris as Chief Technical Officer and
Chair, and Timothy Burks as Chief Executive Officer of our company. We have
appointed Mr. Burks as a member of our Board of Directors.
The employment history for Mr. Morris is provided for in our Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 27, 2023,
which is incorporated herein by reference.
On April 1, 2023, our board of directors approved an amended employment
agreement and stock option grant in favor of our Chief Technical Officer, Mr.
Morris. The description of the agreement and grant provided below is qualified
in its entirety by reference to the complete terms of the agreement and grant,
copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated
by reference herein.
The amended employment agreement with Mr. Morris provides that we will
compensate him with a yearly salary of $180,000, to be increased to $450,000
upon securing $5m in capital. We also agreed to grant Mr. Morris an option to
purchase 3,360,000 shares of common stock at $0.187 per share, fully vested. He
is also entitled to health and vacation benefits and six-month severance if
terminated for good cause or if he resigns for good reason in a constructive
termination. Mr. Morris agreed to a two-year non-solicit restrictive covenant.
Mr. Morris has material direct or indirect interests in transactions with us
over the last two years, as provided for in our Current Report on Form 8-K filed
with the Securities and Exchange Commission on January 27, 2023, and Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
29, 2023, which are incorporated herein by reference.
Prior to joining Bubblr, Mr. Burks was CEO of Santech Solutions, a boutique
consulting company focused on helping customers create new products and services
in the IT, Telecommunications, and Data Center fields. Prior to Santech, Tim was
COO of Telecom Asset Management, a global Telecom and Data Center Infrastructure
Advisory firm. Prior to joining TAM, Tim was a Partner with Accenture, where he
led both organic and acquisition-based new business launches. He also served as
the COO for Accenture Marketing Sciences and Managing Director of Accenture
Business Resilience Services. Prior to joining Accenture, Tim co-founded and
served as Senior Vice President and Chief Operating Officer for London-based
CityReach International, Ltd, a Pan-European provider of complex data center
facilities management and managed IT hosting services. Mr. Burks held
international leadership positions with internet pioneers PSINet and ANS
Communications, the networking division of America-On-Line. his early career was
spent in the U.S. Army as an Electronic Warfare and Communications Systems
Specialist in the U.S., Europe, and Asia.
Mr. Burks has not held over the past five years any other directorships in any
company with a class of securities registered pursuant to Section 12 of the
Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act
or any company registered as an investment company under the Investment Company
Act of 1940.
On April 1, 2023, our board of directors approved an employment agreement and
stock option grant in favor of our Chief Executive Officer, Mr. Burks. The
description of the agreement and grant provided below is qualified in its
entirety by reference to the complete terms of the agreement and grant, copies
of which are attached hereto as Exhibits 10.3 and 10.4 and incorporated by
reference herein. Aside from the employment agreement and stock grant, there are
no material direct or indirect interests in transactions with us over the last
two years.
The employment agreement with Mr. Burks provides that we will compensate him
with a yearly salary of $240,000, to be increased to $600,000 upon securing $5m
in capital. We also agreed to grant Mr. Burks an option to purchase 4,800,000
shares of common stock, at $0.17 per share, with 40% vesting after 90 days of
service and 60% vesting monthly over the following two years. He is also
entitled to health and vacation benefits and, after 90 days of employment,
six-month severance if terminated for good cause or if he resigns for good
reason in a constructive termination. Mr. Burks agreed to a two-year non-solicit
restrictive covenant.
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On April 1, 2023, our board of directors approved an amended employment
agreement and stock option grant in favor of our Chief Financial Officer, Mr.
Chetwood. The description of the agreement and grant provided below is qualified
in its entirety by reference to the complete terms of the agreement, a copy of
which is attached hereto as Exhibits 10.5 and 10.6 and incorporated by reference
herein.
The amended employment agreement with Mr. Chetwood provides that we will
compensate him with a yearly salary of $180,000, to be increased to $450,000
upon securing $5m in capital. We also agreed to grant Mr. Chetwood 3,360,000
Stock Options with 40% vesting after 90 days of service and 60% vesting monthly
over the following two years. He is also entitled to health and vacation
benefits and, after 90 days of employment, six-month severance if terminated for
good cause or if he resigns for good reason in a constructive termination. Mr.
Chetwood agreed to a two-year non-solicit restrictive covenant.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 Amended Employment Agreement dated April 1, 2023, with Stephen Morris
10.2 Stock Option Grant dated April 1, 2023, with Stephen Morris
10.3 Employment Agreement dated April 1, 2023, with Timothy Burks
10.4 Stock Option Grant dated April 1, 2023, with Timothy Burks
10.5 Amended Employment Agreement dated April 1, 2023, with David Chetwood
10.6 Stock Option Grant dated April 1, 2023, with David Chetwood
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