Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The following actions were approved by our Board of Directors by unanimous
consent in accordance with the provisions of our Bylaws and Section 141(f) of
the General Corporation Law of the State of Delaware (the "GCLD") on February
10, 2022.
Effective February 4, 2022, which is the date of this Current Report, Paul
LaPier resigned as our Executive Vice President of Finance and Secretary of the
Company.
Also effective February 4, 2022, B. Todd Murcer was elected as our Executive
Vice President and Secretary, and we entered into an Employment Agreement with
Mr. Murcer that was effective January 24, 2022, and a copy of which is Exhibit
10.1 attached hereto and incorporated herein by reference and which is
summarized below. See Section 9, Item 9.01, below
B. Todd Murcer Employment Agreement
On January 24, 2022, we entered into an Employment Agreement with Mr. Murcer
(the "Murcer Employment Agreement"), under which Mr. Murcer will serve as our
Executive Vice President of Finance and Secretary of the Company, with customary
duties applicable to these positions, and which are described in Exhibit A
thereof. Under the Murcer Employment Agreement, Mr. Murcer will receive the
following compensation: $18,750 per month base salary; and inclusion in our
healthcare plan for employees, including medical, dental and vision, which
coverage also includes his immediate family. The monthly base salary may be
increased or decreased from time to time in the sole discretion of the Company,
but in no event shall the monthly base salary be less than the amount stated in
this section. Mr. Murcer entitled to four (4) weeks of paid vacation during each
year of his employment in accordance to the Company's vacation accrual policy as
defined by our Company handbook; and he may also receive an annual bonus under
the Company's bonus program established by us and as approved by our Board of
Directors each calendar year.
Mr. Murcer was also awarded 350,000 stock options as of the effective date of
Murcer Employment Agreement under the Company's 2022 Form of Incentive Stock
Option Agreement and its Incentive Stock Option Plan, at an exercise price
determined by the closing public market price for our shares of common stock on
the "OTCQB Tier" of the OTC Markets Group, LLC (the "OTC Markets") on the
effective date of the grant ($1.165 per share, the January 24, 2022, closing
price), with the options vesting on the four (4) year anniversary date of the
grant or 87,500 per year (the "ISO's").
The Murcer's Employment Agreement also contained customary termination, trade
secret and dispute resolution clauses, among others.
Mr. Murcer is 52 years of age. Prior to joining us, Mr. Murcer served as
Executive Vice President, FP&A and Treasury of Lingo Communications, a provider
of IP-based Cloud voice and data solutions, following its merger with Impact
Telecom, Inc. ("Impact") in 2018. In this key leadership position, he directed
procedures and policies for the financial operations of the business and had
responsibility for planning and implementing financial projections and reporting
activities for the U.S. and its Canadian subsidiary, Vancouver Telephone
Company, Limited. As owner of treasury operations, Mr. Murcer managed the use
and sourcing of the company's cash and banking activities with additional
oversight to credit and collections risk management. Mr. Murcer has been in the
telecommunication industry for more than 20 years, and got his start with Matrix
Telecom, Inc. ("Matrix"), a Platinum Equity portfolio
2
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company that ultimately divested to Impact. At Matrix, he helped the company
grow annual revenues from $10 million to $400 million, serving in a number of
business development and financial roles and leading teams through numerous M&A
transactions. Mr. Murcer holds a B.S. in Economics from the University of
Oklahoma and an M.S.M. from Boston University's Brussels Graduate Center.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description of Exhibit
10.1 B. Todd Murser Employment Agreement effective January 24, 2022
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