Item 1.01 Entry into a Material Definitive Agreement.
Chief Executive Officer's Amendment to Employment Agreement.
On January 19, 2022, mPhase Technologies, Inc. (the "Company"), pursuant to the
approval of its Board of Directors (the "Board"), entered into an amended and
restated employment agreement with Anshu Bhatnagar, Chief Executive Officer of
the Company, modifying the terms of the Employment Agreement entered into
between the Company and Mr. Bhatnagar dated January 11, 2019 (collectively, the
"Bhatnagar Amended Employment Agreement"). The Bhatnagar Amended Employment
Agreement, which becomes effective retroactively as of January 1, 2022 (the
"Effective Date") provides for an increase to Mr. Bhatnagar's annual cash base
salary to $600,000. Further, Mr. Bhatnagar is eligible to receive additional
increases to base salary, to be determined in the sole discretion of the
Company's Board, which allow for increase in base salary as follows: base salary
shall increase to $700,000.00 on the first anniversary of the effective date of
the Amended Employment Agreement; and base salary shall increase to $800,000.00
on the second anniversary of the effective date of the Amended Employment
Agreement. Additionally, the Amended Employment Agreement provides that Mr.
Bhatnagar shall also be entitled to receive stock-based compensation in the form
of in shares of common stock of the Company, and an annual cash bonus of up to
100% of base salary, which shall be determined by the Board. The Term of the
Bhatnagar Amended Employment Agreement shall expire on December 31, 2032.
Chief Financial Officer's Amendment to Employment Agreement.
On January 19, 2022, the Company, pursuant to the approval of the Board, entered
into an amended and restated employment agreement with Angelia Hrytsyshyn, Chief
Financial Officer of the Company, modifying the terms of the Employment
Agreement entered into between the Company and Ms. Hrytsyshyn dated November 16,
2021 (collectively, the "Hrytsyshyn Amended Employment Agreement"). The
Hrytsyshyn Amended Employment Agreement, which becomes effective January 21,
2022 provides for an increase to Ms. Hrytsyshyn's annual cash base salary to
$250,000. Further, Ms. Hrytsyshyn is eligible to receive an annual
performance-based cash bonus equal to 50% of base salary. The Term of the
Hrytsyshyn Amended Employment Agreement shall be "at will" and can be terminated
by the Company or Ms. Hrytsyshyn at any time for any reason provided that Ms.
Hrytsyshyn may not voluntarily terminate the agreement without thirty (30) days
prior written notice delivered to the Company.
The foregoing contains only a brief description of the material terms of and
does not purport to be a complete description of the rights and obligations of
the parties to the Bhatnagar Amended Employment Agreement and the Hrytsyshyn
Amended Employment Agreement, and such descriptions are qualified in their
entirety by reference to the full text of such agreements, which are filed
hereto as Exhibits 10.3 and 10.4, respectively, and incorporated herein by
reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth above under Item 1.01 is hereby incorporated by
reference into this Item 5.02.
Director Appointment
On January 19, 2022, the Board appointed Mr. James F. Engler as a member of the
Board (the "Appointment"). Mr. Engler will serve as a non-executive director of
the Company.
James F. Engler, 39, Director
James F. Engler, Jr., age 39, is currently Vice President - Chief Financial
Officer of Rosemore Inc., a privately held investment management firm. Mr.
Engler has 3 years of experience in Energy and Investment Management senior
management following a 15-year career in public accounting. Previously, he was a
senior manager at PricewaterhouseCoopers LLP serving large SEC filers and
private companies in the power and utility industry. He has an undergraduate
degree from Towson University and is a Certified Public Accountant.
The Board believes that Mr. Engler's experience in financial leadership roles
makes him ideally qualified to help lead the Company towards continued growth
and success.
Family Relationships
Mr. Engler does not have a family relationship with any of the current officers
or directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Mr. Engler reportable
under Item 404(a) of Regulation S-K.
Compensatory Arrangements
In connection with the Appointment, the Company and Mr. Engler entered into a
director agreement ("Form of Director Agreement") whereby, as compensation for
his services as a member of the Board, Mr. Engler shall receive 200,000 shares
of the Company's common stock options, par value $0.01 per share (the "Director
Options") and will vest monthly over three years that Mr. Engler serves as
Director. Additionally, Mr. Engler shall be paid an annual fee of $50,000, to be
paid $12,500 per quarter, as compensation for his services as a Director of the
Company. It was further agreed that until the Company has raised $10 million, or
within the first six months, whichever comes first, the Company will pay the
annual compensation through the issuance of restricted shares of Company's
common stock in lieu of cash consideration. So long as Mr. Engler serves as a
member of any committee of the Board, the amount of quarterly fee shall be
increased by $1,250. Further, the Company has awarded Mr. Engler 200,000
cashless common stock options to be vested in accordance with a set monthly
schedule.
Additionally, pursuant to the approval of the Board, each independent director's
existing director agreement will be amended such that each independent director
will receive compensation on the same terms as set forth in the Form of Director
Agreement.
The foregoing contains only a brief description of the material terms of and
does not purport to be a complete description of the rights and obligations of
the parties to the Form of Director Agreement, and such description is qualified
in its entirety by reference to the full text of the Form of Director Agreement,
which is filed hereto as Exhibit 10.5 and incorporated herein by reference.
Appointment to Committees
On January 20, 2022, the Company's Board ratified and approved the establishment
of the Audit Committee, Compensation Committee, and Nominating and Governance
Committee as committees of the Board, the adoption of the charters for such
committees and the appointment of the Company's directors to such committees.
The Board appointed Chester White, Thomas Fore, and James Engler to serve on the
Audit Committee of the Board of Directors of the Company, with Mr. Engler
serving as the Chair of the Audit Committee.
The Board appointed Thomas Fore, James Engler and Suhas Subramanyam to serve on
the Compensation Committee of the Board of Directors of the Company, with Mr.
Fore serving as the Chair of the Compensation Committee.
The Board appointed Suhas Subramanyam, James Engler and Thomas Fore to serve on
the Nominating and Corporate Governance Committee of the Board of Directors of
the Company, with Mr. Subramanyam serving as the Chair of the Nominating and
Corporate Governance Committee.
The Company's respective charters of each of the Audit Committee, a Compensation
Committee, and a Nominating and Corporate Governance Committee, are attached
hereto as Exhibit 3.01, Exhibit 3.02, and Exhibit 3.03, and is incorporated
herein by reference.
Item 8.01 Other Events.
On January 20, 2022, the Company issued a press release titled "mPhase Names
Financial Industry Veteran James Engler, Jr to its Board of Directors." A copy
of the press release is filed hereto as Exhibits 99.1 and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.01 Audit Committee Charter*
3.02 Compensation Committee Charter*
3.03 Nominating and Corporation Governance Committee Charter*
10.1 Employment Agreement dated as of January 11, 2019 between the
Company and Anshu Bhatnagar. (Incorporated by reference to Exhibit
10.1 to Form 8-K filed January 14, 2019).
10.2 Employment Agreement between Company and Angelina Hrytsyshyn dated
November 16, 2021 (Incorporated by reference to Exhibit 10.2 to Form
10-Q filed November 22, 2021)
10.3 Amended and Restated Employment Agreement between the Company and
Anshu Bhatnagar*
10.4 Amended and Restated Employment Agreement between the Company and
Angelia Hrytsyshyn*
10.5 Form of Director Agreement*
99.1 Press Release titled "mPhase Names Financial Industry Veteran James
Engler, Jr. to its Board of Directors" filed on January 20, 2022*
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* filed herewith
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MPHASE TECHNOLOGIES, INC. 
