UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 15, 2023, John Givens will assume the role of the Company’s Chief Executive Officer (CEO). Robert Ferris, the Company’s founder and current chairman and co-CEO will transition to the position of Executive Chairman of the Board. Mr. Givens had been serving as a director of VirTra since November 2020 and as the co-CEO since May 2022.
VirTra entered into a three-year employment agreement with Mr. Givens effective August 15, 2023 that provides for an annual base salary of $349,859.90, subject to increases based on the cost of living at a minimum. The agreement automatically extends for additional periods of one year. The contract shall be renewed annually with upward adjustments each year applying the same percentage increase approved for Company-wide cost-of-living adjustments. The employment agreement entitles Mr. Givens to an annual cash bonus if so determined by VirTra’s Board of Directors. In addition, the agreement entitles Mr. Givens to participate in any equity incentive plan adopted by the company.
Pursuant to the terms of the employment agreement, VirTra may terminate Mr. Givens’ employment for cause as defined in the employment agreement and such cause is deemed to exist as determined by the Board of Directors at a Board meeting at which Mr. Givens and his counsel are first given the opportunity to address the Board with respect to such determination. If Mr. Givens is terminated by VirTra for any reason other than for cause, or if he voluntarily terminates his employment for good reason but not including a change in control, then VirTra shall, subject to the terms of the employment agreement, be obligated to pay Mr. Givens an amount equal to the greater of (a) his annual base salary in effect on the day preceding the date of such termination or (b) his annual base salary during the twelve full calendar months preceding the date of such termination, times three. If a change of control of VirTra occurs while Mr. Givens is employed and within 36 months from the date of such change in control his employment is terminated for any reason (except for the death or disability of the executive or for Cause) or Mr. Givens terminates his employment for any reason, then VirTra shall, subject to certain limitations, pay Mr. Givens any earned and accrued but unpaid base salary through the date of termination plus an amount of severance pay equal to the greater of (a) his annual base salary in effect on the day preceding the date on which the change of control occurred or (b) his annual base salary during the twelve full calendar months preceding the date on which the change of control occurred, times four. In addition, any stock options awarded to Mr. Givens shall immediately vest and become exercisable upon a change of control. If Mr. Givens is terminated for any reason other than his voluntary termination for good reason as defined in the employment agreement, he is prohibited for a period of two years from the date of termination of the employment agreement from direct competition with VirTra and shall not solicit any of VirTra’s employees or customers. The employment agreement requires VirTra to indemnify Mr. Givens to the fullest extent permitted under Nevada law, as well as its articles of incorporation and bylaws, whichever affords the greater protection to him.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Employment Agreement with John F. Givens II dated August 15, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIRTRA, INC. | ||
| Date: August 15, 2023 | By: | /s/ Robert D. Ferris |
| Name: | Robert D. Ferris | |
| Title: | Executive Chairman | |