Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 15, 2022 (the "Effective Date"), Enviro Technologies U.S., Inc. (the
"Company") entered into a five year Employment Agreement with Jimmy Galla, the
Company's Chief Executive Officer and Chief Financial Officer. Mr. Galla will
receive an annual base salary of $250,000, or $210,000 for services as only the
Chief Financial Officer of the Company. In addition to the annual base salary,
Mr. Galla shall be eligible to earn an annual bonus of up to 100% of the annual
base salary based on terms and conditions, including the financial performance
of the Company, as well as individual performance goals, as set forth in a bonus
plan that is to be determined by the Company's Board of Directors. Pursuant to
the Employment Agreement, Mr. Galla also received a grant of 2,500,000 shares of
restricted common stock pursuant to a Restricted Stock Award. The shares of
restricted stock shall vest in 20 equal quarterly increments based on 5% or
125,000 shares vesting each fiscal quarter, beginning on the first fiscal
quarter anniversary on December 31, 2022, subject to continued employment on
each applicable vesting date and execution of the Company's Restricted Stock
Agreement. In addition, in the event the Employment Agreement is terminated by
Mr. Galla for "Good Reason" or upon a "Change of Control" (as such terms are
defined under the agreement) or at the end of the term after the Company
provides notice of non-renewal, the grant shall fully vest.
The Employment Agreement contains customary non-compete and confidentiality
provisions. In addition, pursuant to the Employment Agreement the Company and
Mr. Galla entered into an Indemnification Agreement.
The foregoing description of the Employment Agreement, Indemnification Agreement
and Restricted Stock Award does not purport to be complete and are qualified in
its entirety by reference to the full text of the Employment Agreement,
Indemnification Agreement and Restricted Stock Award, which are filed as
Exhibits 10.1, 10.2 and 10.3, respectively, to this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Exhibit
Employment Agreement by and between the Company and Jimmy Galla dated
10.1 November 15, 2022+
Indemnification Agreement by and between the Company and Jimmy Galla
10.2 dated November 15, 2022+*
Restricted Stock Award by and between the Company and Jimmy Galla
10.3 dated November 15, 2022 +**
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
+ Management contract or compensatory plan or arrangement.
* Included as Exhibit B to the Employment Agreement filed as Exhibit 10.1.
** Included as Exhibit C to the Employment Agreement filed as Exhibit 10.1.
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