Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2022, Michael Cao tendered his resignation as a member of the
Board of Directors of Bitech Technologies Corporation (the "Company"). Mr. Cao
advised the Company that his resignation was for personal reasons.
Following the resignation of Mr. Cao, the Board appointed Gregory Trimarche,
Esq. as a member of the Company's Board of Directors on December 21, 2022.
Mr. Trimarche, age 59, has practiced law for over 30 years in the areas of
environmental and energy law and a wide range of other governmental and
regulatory fields, as well as finance, intellectual property, general commercial
litigation, and strategic planning and risk avoidance. His work focuses on
emerging companies in the renewable energy and cleantech industries where he
identifies and evaluates early stage companies seeking to go public, strategic
acquisition targets, strategic partnership opportunities, and other investment
opportunities in the energy sector. Greg's experience also covers federal and
state energy and environmental regulatory programs, as well as the various
governmental incentive programs relating to the energy and utility industries.
Greg has been of counsel to the law firm Cooksey Toolen Gage Duffy Woog since
2017 and prior to that has been engaged in the private practice of law since
1989. In 2010, Greg co-founded Sustain SoCal (formerly, CleanTech OC), the clean
technology trade association for Orange County, California and served as its
President and Chief Executive Officer from 2010 to 2015. In additions, Greg is a
frequent speaker at cleantech industry conferences.
Greg is a past member of the Board of Directors of OCTANe
(https://octaneoc.org), the fundraising and networking organization for Orange
County's technology industries. Also, since 2015, he has been an officer and
director of GST Factoring, Inc. ("GST"), a company formerly engaged in
electronic payment processing services to law firms that represented student
loan debtors.
Greg earned a Bachelor of Arts in Political Science and Economics from the
University of Kansas and a Juris Doctor from University of Kansas School of Law.
In August 2020, in connection with an action by the Bureau of Consumer Financial
Protection (the "Bureau") against GST, Greg and others, Greg consented to a
permanent restraining order and ban on his participation in the debt-relief
business, a ban on telemarketing consumer financial products or services,
collecting payments from and providing assistance for consumers, use of consumer
information, pay a $25,000 fine and cooperate with the Bureau in connection with
its investigation and litigation related to this matter (the "Final Judgment").
Greg denied any wrong doing in this lawsuit and consented to the Financial
Judgment to avoid the substantial costs involved in protracted litigation.
On December 21, 2022, the Company and Mr. Trimache entered into an Independent
Contractor Agreement (the "Independent Contractor Agreement") whereby Mr.
Trimache agreed to serve as a member of the Company's board of directors. The
Independent Contractor Agreement may be terminated by either party on 15 days
prior written notice without cause or five days after written notice in the
event of a breach of the agreement by either party.
As Compensation for Mr. Trimache's service to the Company as a director, the
Company awarded him an option to purchase 5,000,000 shares of the Company's
Common Stock (the "Option Shares") at an exercise price of $0.07 per share (the
"Stock Option"). The Stock Option vests as to 25% of the Option Shares on each
December 21 so long as Mr. Trimache is providing services to the Company or one
of its subsidiaries; provided, however, the vesting is subject to acceleration
such that if Mr. Trimache is terminated from his role without cause (as defined
in the Stock Option) the number of shares subject to the Stock Option in the
year of termination shall vest plus the number of shares that would have vested
in the following year. In the event Mr. Trimache's service as a member of the
Board is terminated with cause, the number of shares subject to the Stock Option
in the year of termination shall vest.
The Company confirms that (1) there is no family relationship between Mr.
Trimache and any director or executive officer of the Company, (2) there was no
arrangement or understanding between Mr. Trimache and any other person pursuant
to which he was elected to his position with the Company, and (3) there is no
transaction between Mr. Trimache and the Company that would require disclosure
under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report:
Exhibit No. Description
10.1† Form of Independent Contractor Agreement (Incorporated by
reference to Exhibit 10.1 from the Form 8-K filed with the SEC on
April 20, 2022).
10.2† Form of Stock Option Agreement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document
† Includes management contracts and compensation plans and arrangements
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