Item 1.01 Entry into a Material Definitive Agreement.
Item 5.02. Departure of
Directors or
Certain
Officers;
Election of
Directors;
Appointment of
Certain
Officers;
Compensatory
Arrangements
of Certain
Officers.
Chief Executive Officer Employment Agreement
On November 18, 2021, India Globalization Capital Inc. ("IGC" or the "Company")
entered into an employment agreement with the Company's Executive Chairman and
Chief Executive Officer, Mr. Ram Mukunda ("Mr. Mukunda" or "Executive") (the
"CEO Employment Agreement"). The CEO Employment Agreement has an initial
five-year term and will automatically renew for an additional 12-month term at
the end of the initial five-year term and each subsequent one-year anniversary
thereafter, unless terminated by the Company or Mr. Mukunda pursuant to its
terms.
The CEO Employment Agreement provides for an annual base salary of $360,000,
which is consistent with Mr. Mukunda's current annual base salary and is subject
to annual review by the Board. In addition, under the CEO Employment Agreement,
Mr. Mukunda is eligible for an annual bonus and an annual grant of shares or
options under the Employer's 2018 Omnibus Incentive Plan, as modified or
revised, (the "Plan"), and/or under shares approved by the shareholders as
special grants from time to time with vesting as determined by an award
agreement and the Compensation Committee and approved by the Board of the
Employer. As soon as practicable after the execution of this Agreement, Mr.
Mukunda shall receive an equity award consistent with the terms for the equity
grant as set out by the Board and governed by the Plan and shall contain a
clawback provision consistent with IGC's Clawback Policy.
Mr. Mukunda will be entitled to participate in all executive benefit plans
maintained by Employer on substantially the same terms and conditions as other
executives of the Company, including at least eight (8) days paid sick leave per
year, twenty (20) days paid vacation per year, and all other holiday and leave,
provided, that such time off be taken in accordance with IGC's standard time off
policies applicable to all other executives. Only vacation days not used in a
twelve (12) month period will accrue and carry over to subsequent years and Mr.
Mukunda will be eligible for vacation leave accrual payout upon termination.
The CEO Employment Agreement also provides that the Company must reimburse Mr.
Mukunda for business expenses incurred in carrying out his duties and
responsibilities under the agreement. Also, the Company will provide him with an
automobile, plus gas and maintenance expenses, to be used by him in connection
with the performance of his duties for Employer. Monthly lease payments, for the
Company, for such automobile shall not exceed $1,500. Mr. Mukunda will reimburse
the Company $175 per month for personal use of the automobile. The Employer
shall also provide the Executive with indemnity to the fullest extent permitted
by law, reimbursement of business expenses, executive and personal assistant,
domestic help, driver, cook, life insurance, health insurance, retirement
benefits, deferred compensation, disability insurance, travel insurance,
directors and officers insurance, and others as may be necessary from time to
time.
At all times during his's tenure as a director and/or officer of Employer, Mr.
Mukunda must retain ownership of not less than 35% of the common stock he
received upon first joining the board of directors and not less than 35% of any
common stock he receives during his tenure on the board of directors; except
that, the stock ownership requirements will not apply where he transfers stock
to a personal trust or makes a gift of stock to a third-party.
Pursuant to the CEO Employment Agreement, if Mr. Mukunda resigns for "good
reason" or the Company terminates Mr. Mukunda's employment without "cause" or at
the end of the term, does not "renew" the CEO Employment Agreement on
substantially the same terms (in each case, as such term is defined in the CEO
Employment Agreement), then the Company must pay Mr. Mukunda (i) 1.5 times the
average of the total compensation, disclosed in the 10-K filed with the SEC,
calculated over the previous two 10-K filings prior to termination date, with
such payments to be made in eighteen equal monthly installments beginning on the
first pay period following Executive's delivery of the executed release; (ii)
immediate vesting of any equity awards under the Plan that would have vested
within twelve months of the termination date had Executive's employment not
terminated; (iii) provided that Executive timely elects and is eligible for
COBRA coverage, reimbursement for the Executive's cost of COBRA premiums for
health insurance continuation coverage (to the extent such premiums exceed the
contributory cost for the same coverage that the Employer charges active
employees) for eighteen months or until his right to COBRA continuation expires,
whichever is shorter. (iv) The Company shall continue, uninterruptedly, to cover
the Executive with Directors and Officers insurance (D&O) coverage, consistent
with the Employer's policy and coverage of other directors, for a period of 10
years. The D&O coverage shall cover the years that the Executive served as the
Chief Executive Officer of the Employer.
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If Mr. Mukunda's employment termination with "cause," "non-renewal," or "good
reason resignation" occurs either (a) during a period of time when the Company
is party to a fully executed letter of intent or a definitive corporate
transaction agreement, the consummation of which would result in a "change in
control" terms (in each case, as such term is defined in the CEO Employment
Agreement) or (b) within twelve (12) months following the change in control,
then the severance payment shall be 2.99 times instead of 1.5 times and shall be
payable in a single cash lumpsum on the sixtieth day following Executive's
termination date or the delivery of the executed release and all unvested equity
awards under the Plan shall vest immediately.
Executive may terminate his employment with the Company for any reason (or no
reason at all) at any time by giving Employer ninety (90) days prior written
notice of voluntary resignation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Employment Agreement, effective as of November 18,
10.1* 2021, by and between India Globalization Capital Inc.
and Mr. Ram Mukunda. **
104 Cover Page Interactive Data File (formatted as Inline
XBRL)
* Management contract or compensatory plan or arrangement.
** Certain schedules or similar attachments to this exhibit have been omitted in
accordance with Item 601(a)(5) of Regulation S-K.
The registrant hereby agrees to furnish supplementally to the Securities and
Exchange Commission upon request a copy of any omitted schedule or attachment to
this exhibit.
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