Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 8, 2021, Nxt-ID, Inc. (the "Company") executed and entered into an
employment agreement (the "Miceli Employment Agreement") with Vincent S. Miceli,
the Company's Chief Executive Officer and Chief Financial Officer, which became
effective as of January 1, 2021. Pursuant to the Miceli Employment Agreement,
the Company formalized its employment relationship with Mr. Miceli, as the
Company's Chief Executive Officer, which position Mr. Miceli has held since
September 17, 2019, and Chief Financial Officer, which position Mr. Miceli has
held since September 29, 2014. The term of the Miceli Employment Agreement
commenced on January 1, 2021 and continues through and until December 31, 2021
(the "Initial Term"). After the Initial Term, if Mr. Miceli has achieved the
objectives for 2021 as reasonably set by the board of directors of the Company
(the "Board") and Mr. Miceli, the term of the Miceli Employment Agreement
automatically renews for an additional term through December 31, 2022, and any
number of additional periods, upon terms mutually agreed to by the Company and
Mr. Miceli (each a "Renewal Term").
Pursuant to the Miceli Employment Agreement, Mr. Miceli will continue receive an
annual base salary of $365,000, which base salary has not been increased as a
result of the Miceli Agreement. In the event that the employment term is
extended for any Renewal Term(s), Mr. Miceli is eligible to receive a cash bonus
in an amount and on such terms as determined by the Board in its sole
discretion. Additionally, under the terms of the Miceli Employment Agreement the
Board, within two weeks after the execution of the Miceli Employment Agreement
will also determine any cash bonus payable to Mr. Miceli for the year ended
December 31, 2020.
The Miceli Employment Agreement contains standard terms relating to termination
of employment for cause, good reason, as well as standard provisions relating to
Mr. Miceli's rights receive unpaid salary through the date of termination,
unpaid expenses , and accrued but unused vacation time in accordance with
Company policy and all other payment, benefits or fringe benefits to which Mr.
Miceli shall be entitled under the terms of any applicable compensation
arrangement or benefit, equity or fringe benefit plan program or grant in the
Miceli Employment Agreement (the "Accrued Benefits").
The foregoing description of the Miceli Employment Agreement is not complete and
is qualified in its entirety by reference to the full text of the Miceli
Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
The Miceli Employment Agreement also provides that Mr. Miceli will receive a
grant of 400,000 shares of the Company's common stock, par value $0.0001 per
share ("Common Stock"), under the Company's 2013 or 2017 Stock Incentive Plan
pursuant to a Restricted Stock Award Agreement (the "Award "). The Company is
currently preparing the Award to Mr. Miceli within the next 30 days.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Employment Agreement by and between the Company and Vincent S. Miceli,
dated as of January 8, 2021
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