Item 1.01. Entry into a Material Definitive Agreement.
On December 31, 2021, Envirotech Vehicles, Inc. (the "Company") entered into
employment agreements with Phillip W. Oldridge (the "Oldridge Agreement"), its
Chief Executive Officer, and Susan M. Emry (the "Emry Agreement"), its Executive
Vice President. The principal terms of such employment agreements are described
in Item 5.02 below, which description is 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.
Employment Agreements with Phillip W. Oldridge and Susan M. Emry
According to the Oldridge Agreement, Mr. Oldridge will receive an annual base
salary of $300,000, payable in semi-monthly installments consistent with the
Company's payroll practices. Mr. Oldridge will also receive participation in
medical insurance, dental insurance, and the Company's other benefit plans.
Under the Oldridge Agreement, Mr. Oldridge will also receive an amount equal to
five percent of the net income of the Company on an annual basis and will be
eligible for a bonus at the sole discretion of the Company's Board of Directors
(the "Board"). The Oldridge Agreement also provides for an automobile monthly
allowance of $1,500.
Mr. Oldridge's employment shall continue until terminated in accordance with the
Oldridge Agreement. If Mr. Oldridge is terminated without cause or if he
terminates his employment for good reason, Mr. Oldridge will be entitled to
receive (i) one-year of base salary, (ii) reimbursement of reimbursable expenses
in accordance with the Oldridge Agreement, (iii) any bonus that would have been
payable within the twelve months following the date of termination, and (iv) the
value of any accrued and unused paid time off as of the date of termination.
According to the Emry Agreement, Ms. Emry will receive an annual base salary of
$200,000 and will be eligible for a bonus at the sole discretion of the Board.
Ms. Emry will also receive participation in medical insurance, dental insurance,
and the Company's other benefit plans.
Ms. Emry's employment shall continue until terminated in accordance with the
Emry Agreement. If Ms. Emry is terminated without cause or if she terminates her
employment for good reason, Ms. Emry will be entitled to receive (i) one-year of
base salary, (ii) reimbursement of reimbursable expenses in accordance with the
Emry Agreement, and (iii) the value of any accrued and unused paid time off as
of the date of termination.
The foregoing description of the employment agreements does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
such agreements, which are included as Exhibits 10.1 and 10.2 to this report and
is incorporated herein by reference.
Appointment of Director
The Board has appointed Susan M. Emry, to serve as a member of the Board,
effective January 7, 2022. Ms. Emry has no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K, has no arrangement or understanding with any other person
required to be disclosed pursuant to Item 401(a) of Regulation S-K and has no
family relationships required to be disclosed pursuant to Item 401(d) of
Regulation S-K.
Ms. Emry has over 30 years of experience in the transportation, vehicle
manufacturing and financial industries. Since December 1, 2021, Ms. Emry has
served as the Company's Executive Vice President. Prior to her most recent role,
she served as the Company's Controller. She has played an integral role in the
Company's operations, including its efforts to establish a manufacturing
facility in the United States, as well as managing the receipt of new vehicles
from overseas manufacturers. Previously, Ms. Emry served as the Director,
President, Chief Financial Officer and Secretary of Envirotech Drive Systems,
Inc. from 2017 until March 2021, when that company merged with ADOMANI, and
continues in these roles with Envirotech Drive Systems, Inc., which is now a
subsidiary of Envirotech Vehicles, Inc. From 1992 to 2020, Ms. Emry held various
roles of increasing responsibility with Michael Di Pietro, CPA, where she
provided management advisory and tax preparation services primarily in the
high-net-worth client division. Additionally, from 2006 to 2020, Ms. Emry served
as Chief Financial Officer of Sardo Bus and Coach Upholstery, a company with
more than 100 employees, which specialized in transit vehicle refurbishment.
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Resignation of Director and Chief Financial Officer
On January 2, 2022, Michael K. Menerey retired and resigned from his position as
Chief Financial Officer of the Company and also as a member of the Board. Until
such time as his successor is appointed, Mr. Menerey will consult as needed to
assist Ms. Emry, who will assume the role of interim Chief Financial Officer.
Mr. Menerey's decision to resign was not the result of any disagreement with the
Company, the Board, management, or any matter relating to the Company's
operations, policies or practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Employment Agreement with Phillip W. Oldridge dated
December 31, 2021.
10.2 Employment Agreement with Susan M. Emry dated December 31,
2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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