UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2015
SURNA, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54286 | 27-3911608 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
|
1780 55th St., Suite C Boulder, Colorado |
80301 | |
| (Address of principal executive offices) | (Zip Code) |
| (303) 993-5271 |
| Registrant’s telephone number, including area code |
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 5, 2015, Surna, Inc. (the “Company”) appointed Bryon Jorgenson as its Chief Operating Officer, effective January 12, 2015. Also on January 5, 2015, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Jorgenson. The Employment Agreement has a term of three years and provides for an annual base salary of $130,000, a one-time sign-on bonus of $15,000 and 1,200,000 stock options. Twenty-five percent of the options will vest one year following the date Mr. Jorgenson’s employment as Chief Operating Officer begins, and the remainder will vest monthly thereafter at the rate of 25% per year. Pursuant to the terms of the Employment Agreement, the Company will reimburse Mr. Jorgenson for his actual moving expenses up to a maximum of $20,000. The Employment Agreement contains a 1-year non-solicitation provision. Pursuant to the terms of the Employment Agreement, if Mr. Jorgenson’s employment is terminated upon a change of control, change of employment or without cause, the Company will pay Mr. Jorgenson six months’ severance.
On January 5, 2015, the Company and Mr. Jorgenson also entered into an executive officer confidentiality, non-competition and non-solicitation agreement (the “Confidentiality Agreement”). The Confidentiality Agreement provides that Mr. Jorgenson will have overall strategic and operational responsibility for all Company programs and will manage a group of departments. In addition, Mr. Jorgenson will be responsible for external relationship development and strategic plan implementation. The Confidentiality Agreement provides for a 12-month non-competition and non-solicitation period and a 5-year confidentiality period.
Mr. Jorgenson is 52 years of age and brings to the Company over 25 years of experience as an executive level manager, engineer and independent consultant working in various technology-based industries comprising industrial electronics, life sciences, and industrial automation systems. Mr. Jorgenson is highly experienced in the leadership of new product commercialization programs from concept and design through production and distribution. Several of Mr. Jorgenson’s programs had included the development and support of both domestic and off-shore manufacturing operations. Mr. Jorgenson is also a Lean Green Belt level facilitator and an experienced Strategic Deployment practitioner.
Most recently, since November 2012, Mr. Jorgenson has been the Chief Operations Officer and founder of MIROPEX, LLC, a management consulting organization serving technology-based companies. In that capacity, he was focused on business development functions including product commercialization, pre-acquisition due diligence, business integration, management team transition, and operations performance improvement.
Prior to forming MIROPEX, LLC, Mr. Jorgenson was Senior Director of Operations and Engineering at St. Jude Medical’s Cardiovascular Division from January 2009 to October 2012. In this role, he led several engineering functions comprising over 180 staff members, supported multiple mergers and acquisitions transactions, and established project management office systems and training for SJM-Cardiology Division’s global operations organization. Additionally, from May 2007 to January 2009, Mr. Jorgenson was Sr. Manager and Director of St. Jude Medical’s global industrial automation department and several Cardiovascular Division’s Process Engineering departments.
Mr. Jorgenson has also worked as a Senior Engineering Manager at ev3 Endovascular, as a Program & Engineering Manager at Synovis IS, as a Manager of R&D and Advanced Technology programs at Pentair, as an Adjunct Instructor in Product Development and Manufacturing at the Anoka-Ramsey College, and has worked in various engineering positions at Smiths Medical, SciMed Surgical, Ultra Machining Co., and Sperry Computer Systems.
Mr. Jorgenson holds a Master’s of Science degree in Management of Technology from the University of Minnesota’s Institute of Technology & Carlson School of Business, a Bachelor’s of Science degree in Industrial Technology Management from the Minnesota State University of Moorhead, and has completed extensive postgraduate studies in Mechanical Engineering from the University of Minnesota.
The foregoing descriptions of the Employment Agreement and the Confidentiality Agreement are qualified in their entirety by reference to the Employment Agreement and the Confidentiality Agreement, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Employment Agreement effective as of January 5, 2015 by and between Surna, Inc. and Bryon Jorgenson. | |
| 10.2 | Executive Officer Confidentiality, Non-competition and Non-solicitation Agreement executed on January 5, 2015 by and between Surna, Inc. and Bryon Jorgenson. | |
| 99.1 | Press release dated January 6, 2015. |
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.
| SURNA, INC. | ||
| Date: January 7, 2015 | By: | /s/ Tom Bollich |
| Tom Bollich, Chief Executive Officer | ||
CHIEF OPERATING OFFICER EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT is made and entered into effective as of the date last signed below (the “Effective Date”) by and between Surna, Inc. (the “Company”), and Bryon Keith Jorgenson of 6825 Black Duck Circle, Lino Lakes, MN 55014, the undersigned individual (“COO”).
RECITAL
WHEREAS, the COO is willing to be employed by the Company, and the Company is willing to employ the COO, on the terms, covenants and conditions hereinafter set forth; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Company and COO agree as follows:
1. Employment.
(a) Term. The Company hereby employs COO to serve as the Chief Operating Officer beginning January 12, 2015. The term of employment shall be for a period of three (3) years (“Employment Period”) to commence on the Effective Date.
(b) Duties and Responsibilities. COO will be responsible for all duties asked of his position by the Company and other duties as agreed upon with the Company’s Board of Directors. The COO shall report to the CEO and Board of Directors. COO shall be expected to work a minimum of four days per week at a minimum 10-12 hours per day. COO may modify to a 5 day work week, at COO’s sole discretion, with appropriate modification of hours worked to reflect similar hours worked per week.
2. Compensation.
(a) Base Salary. COO shall be paid a base salary (“Base Salary”) at the annual rate of $130,000.00. Base Salary is made payable twice monthly or monthly at Company’s sole discretion. The Base Salary shall be reviewed mid-2015 (in or around July or August) to determine if such Base Salary should be revised or changed. Any change or revision to the Base Salary shall not affect the other provisions and restrictions in this Employment Agreement.
(b) Payment. Payment of the Base Salary, as discussed in Section 2(a), shall be made in accordance with the relevant Company policies, including normal payroll practices, and shall be subject to all applicable employment and withholding taxes. It is understood and agreed to, by both the COO and the Company, that payment of the Base Salary will commence upon hiring and subject to normal Company pay periods. Additionally, the COO and the Company agree that should cash shortfalls preclude payment of the COO’s salary that any unpaid salary shall be accrued.
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(c) Stock. COO may be entitled to additional compensation in the form of stock options. If stock options become available, those options shall be negotiated in a separate agreement or pursuant to Company policy or practice.
(d) Vacation and Benefits. COO shall be entitled to 4 weeks of vacation, plus holidays, leave, and other benefits, if available.
(e) Signing Bonus. COO will receive a signing bonus of $15,000.00 from Company. In addition, COO shall receive 1,200,000 options of Company’s common stock subject to a one year cliff, with 25% earned one year following the date employment begins for COO, and thereafter accruing monthly (on a 25% annual basis) for three years thereafter.
(f) Moving Reimbursement. Up to a maximum of $20,000.00, COO shall receive reimbursement of actual expenses, as an expense report, for costs incurred as a result of moving. This one time reimbursement occurrence is planned for mid-Summer 2015 as COO plans on completing said move near in time to this date.
(g) Moving Work Day Offset. Until fully moved to Colorado, Company permits COO to treat every other weekend as a 4 day weekend (Friday-Monday) for the purpose of facilitating Minnesota home sale and necessary relocation preparations.
(h) Additional Understandings: MIROPEX, LLC Consulting Client Transition:
(i) Company acknowledges that there will be a transition period after COO’s start date to wind down services to existing MIROPEX, LLC consulting clients.
(ii) COO commits to transition out of MIROPEX, LLC consulting services as quickly as practicable without creating unreasonable commercial issues for Company or the existing MIROPEX clients.
(iii) Consulting activity will occur outside of the Company work week as defined above, and all Company commercial requirements shall take priority over MIROPEX transition activities.
(iv) COO estimates the transition to extend through 1st Quarter of 2015.
3. COO’s Business Activities. During the term of his Agreement, COO shall not engage in any business activity or venture, except those which will not impair COO’s ability to properly meet his obligations to the Company. COO shall devote the substantial portion of his entire business time, attention and energy, exclusively to the business and affairs of the Company and its affiliates. With permission of the Board of Directors of the Company, COO may serve as a member of the board of directors, or officer, of other organizations that do not compete with the Company, and may participate in other professional, civic, governmental organizations and activities that do not materially affect his ability to carry out his duties to the Company.
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4. At-Will Employment. Nothing in this Agreement shall be construed as a guarantee of employment or continued employment. COO and the Company agree that COO’s employment with the Company is at will and employment may be terminated at any time, with or without cause.
5. Termination of Employment. The Company or the COO may terminate COO’s employment at any time in writing. In the event COO provides notice of termination, the Company may elect to accelerate the effective date of termination.
(a) Resignation. Upon termination of employment, COO shall be deemed to have resigned from the Board of Directors of the Company if she is a director.
(b) Cooperation. After notice of termination, COO shall cooperate with the Company, as reasonably requested by the Company, to effect a transition of COO’s responsibilities and to ensure that the Company is aware of all matters being handled by COO.
(c) Severance. Company agrees to pay COO six month’s severance if terminated upon change of control, change of employment or termination without cause.
6. Disability of COO. The Company may terminate this Agreement without liability if COO shall be permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than one hundred twenty (120) consecutive days. Upon such termination, COO shall be entitled to all accrued but unpaid Base Salary and vacation.
7. Death of COO. In the event of the death of COO during the Employment Period, the Company’s obligations hereunder shall automatically cease and terminate; provided, however, that within 15 days the Company shall pay to COO’s heirs or personal representatives COO’s Base Salary and accrued vacation accrued at the date of death.
8. Company Property. All work performed, notes, records, manuals, work papers, financial statements, operating documents, marketing reports, and all other materials used or created in the conduct of COO’s work shall belong to the Company (“Company Property”). COO shall have no right to retain such Company Property or copies of any Company Property and shall surrender such Company Property upon termination of employment. COO agrees that any patentable inventions or copyrightable works related to the work performed are Company Property. Further, any patentable inventions or copyrightable works conceived, created or improved by employee are the sole property of the Company, and any patents or copyrights that shall issue shall immediately become the property of the Company. COO agrees to fully cooperate in the prosecution or filing of patent or copyright applications, and to assign all interests in the rights to all issues patents and copyrights to the Company, by formal act and deed, without further or additional consideration.
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9. Confidential Information. COO acknowledges that by virtue of this employment, she will acquire confidential and proprietary information, including, but not limited to, information that relates to the Company’s operations, trade secrets, design information, proprietary information, intellectual property information, customer and clients lists, personnel information, financial information, business plans, and marketing information of the Company (“Confidential Information”). COO agrees not to disclose or allow others to disclose any Confidential Information either during the term of this Agreement or upon termination of employment.
As COO, you agree to return all Confidential Information, including any trade secret information within three (3) calendar days following the termination of your employment for any reason. To the extent you maintain Confidential Information and/or Trade Secrets in electronic form on any computers or other electronic devices owned by you, you will agree to irretrievably delete all such information and to confirm the fact of deletion in writing within three (3) calendar days following termination of employment with the Company. You also agree to return all property in your possession at the time of the termination of the employment with the Company, including, but not limited to, all documents, records, cd’s, dvd’s, and other media of every kind and description relating to the Business of the Company and its customers, company documents, proprietary information, intellectual property information, and any and all copies, in whole or in part, whether or not prepared by you, all of which shall remain the sole and exclusive property of the Company.
10. Restriction on Competition. COO and the Company agree that, in return for the payment of the Base Salary by the Company, to Employee, the receipt and sufficiency of which are hereby acknowledged by COO, the parties agree that: during employment with the Company, and for one (1) year after the termination of employment, COO shall not in any matter, directly or indirectly, including, but not limited to, as an individual, or as an employee (including acting as employee for a current or former client of the Company), partner, or shareholder of a company, partnership or professional corporation, consultant, or independent contractor with a competitor of the Company, anywhere in the United States:
(a) Call upon, accept or solicit any of the present clients or customers of the Company for the purpose of performing or having another person or party perform professional or consulting services of any kind, either directly or indirectly.
(b) In any way employ, seek to employ or solicit for employment any person who is an employee or agent of the Company or who has been and employee or agent for the Company within six (6) months prior to termination of this Agreement.
(c) Interfere in any manner with the Company’s continuing business relationship with any present clients or customers of the Company.
The parties hereto agree that the Company will be irreparably harmed in the event of a breach of any of the covenants contained in the provisions of this paragraph 10. In the event of such a breach, the parties agree that the Company shall have the right to an injunction to prevent any such breach and to pursue any and all other concurrent and legal remedies. The parties agree that damages for any breach under this paragraph 10 are not readily ascertained. Should the Company bring an action in a court of competent jurisdiction to enforce any of the provisions thereof, and prevail on any aspect of such action, COO agrees to pay reasonable attorney’s fees, costs, and disbursements incurred by the Company in such action.
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11. Assignment and Transfer. COO’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of Company’s assets, any corporate successor to Company or any assignee thereof.
12. No Inconsistent Obligations. COO is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his undertaking employment with the Company. COO will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. COO represents and warrants that she has returned all property and confidential information belonging to all prior employers.
13. Miscellaneous.
(a) Attorneys’ Fees. Should either party to this Employment Agreement, or any heir, personal representative, or successor of either party, resort to legal proceedings in connection with this Agreement or COO’s employment with the Company, the party or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to reasonable attorneys’ fees and costs in such legal proceedings from the non-prevailing party or parties.
(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to conflict of law principles.
(c) Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.
(d) Amendment. This Agreement may be amended only by a writing signed by COO and by a duly authorized representative of the Company.
(e) Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement, and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
(f) Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the Company or COO.
(g) Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party (or by his or its successor), pursuant to this Agreement, shall not preclude or waive its right to exercise any or all other rights and remedies.
(h) Non-waiver. No failure or neglect of either party to exercise any right, power or privilege shall constitute a waiver. All waivers by either party must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company (other than COO) or other person duly authorized by the Company.
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(i) Remedy for Breach; Attorneys’ Fees. The parties agree that, in the event of breach or threatened breach of any covenants of COO, the damage or imminent damage to the value and the goodwill of the Company’s business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties agree that the Company shall be entitled to injunctive relief against COO in the event of any breach or threatened breach of any of such provisions by COO, in addition to any other relief (including damages) available to the Company under this Agreement or under law. The prevailing party in any action instituted pursuant to this Agreement shall be entitled to recover from the other party its reasonable attorneys’ fees and other expenses incurred in such action.
(j) Notices. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid, to COO’s residence (as noted in the Company’s records), or to the Company’s principal office, as the case may be.
(k) Assistance in Litigation. COO shall, during and after termination of employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party; provided, however, that such assistance following termination shall be furnished at mutually agreeable times and for mutually agreeable compensation.
14. Acknowledgment. COO acknowledges that he has read and understands this Agreement and agrees to abide by its terms.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date set forth below.
| SURNA, INC. | CHIEF OPERATING OFFICER: | |||
| By: | /s/ Tom Bollich | By: | /s/ Bryon Keith Jorgenson | |
| Name: | Tom Bollich | Name: | Bryon Keith Jorgenson | |
| Title: | Chief Executive Officer | Title: | Chief Operating Officer | |
| Date: | January 5, 2015 | Date: | January 5, 2015 | |
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EXECUTIVE OFFICER CONFIDENTIALITY, NON-COMPETITION,
AND NON-SOLICITATION AGREEMENT
This Confidentiality, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is made between Bryon Keith Jorgenson of 6825 Black Duck Circle, Lino Lakes, MN 55014 (the “Executive” or “You”) and Surna, Inc., a Nevada Corporation, (“Surna”), along with its subsidiaries, parents, joint ventures, affiliated entities, and includes its successors and assigns or any such related entities (the “Company”). In consideration defined in Section 1 below, both parties agree as follows:
1. Consideration. In consideration of the Executive’s execution of this Agreement, You shall hold the position of “Chief Operating Officer” as an at-will Executive of Surna and shall receive future wages and employment benefits, payment of which during the period of Your employment is a condition of this Agreement. You acknowledge the receipt and sufficiency of this consideration.
2. Restrictive Covenants.
| a. | Definitions: |
(1) “Business of the Company” means the highly competitive business of developing, manufacturing, marketing, distributing, and selling of disruptive technologies, equipment and related support services in the cannabis industry.
(2) “Competitive Business(es)” include any firm, partnership, joint venture, corporation and/or any other entity and/or person, and/or any licensee of such entity, that develops, manufactures, markets, distributes, and/or sells any of the products described in Section 2.a.(1).
(3) Your “Job Duties” are those duties described in Exhibit A, attached hereto, as well as those duties as may from time-to-time reasonably be prescribed by the Company during the period of Your employment with the Company.
(4) “Customers” means any firm, partnership, corporation and/or any other entity and/or person that purchased or purchases from the Company any of the products described in Section 2.a.(1).
(5) “Customer Prospects” means any firm, partnership, corporation and/or any other entity and/or person reasonably expected by the Company to purchase from the Company any of the products described in Section 2.a.(1).
(6) “Vendors” means any individual and/or entity that provides goods and services to the Company.
(7) “Material Contact” means personal contact or the supervision of the efforts of those who have direct personal contact with Customers, Customer Prospects, or Vendors in an effort to initiate or further a business relationship between the Company and such Customers, Customer Prospects, or Vendors.
(8) “Confidential Information” means information about the Company and its Customers, Customer Prospects, and/or Vendors that is not generally known outside of the Company, which You will learn of in connection with Your employment with the Company. Confidential Information may include, without limitation: (1) the terms of this Agreement, except as necessary to inform a subsequent employer of the restrictive covenants contained herein and/or Your attorney, spouse, or professional tax advisor only on the condition that any subsequent disclosure by any such person shall be considered a disclosure by You and a violation of this Agreement; (2) the Company’s business policies, finances, and business plans; (3) the Company’s financial projections, including but not limited to, annual sales forecasts and targets and any computation(s) of the market share of Customers and/or Customer Prospects; (4) sales information relating to the Company’s product roll-outs; (5) customized software, marketing tools, and/or supplies that You will be provided access to by the Company and/or will create; (6) the identity of the Company’s Customers, Customer Prospects, and/or Vendors (including names, addresses, and telephone numbers of Customers, Customer Prospects, and/or Vendors); (7) any list(s) of the Company’s Customers, Customer Prospects, and/or Vendors; (8) the account terms and pricing upon which the Company obtains products and services from its Vendors; (9) the account terms and pricing of sales contracts between the Company and its Customers; (10) the proposed account terms and pricing of sales contracts between the Company and its Customer Prospects; (11) the names and addresses of the Company’s Executives and other business contacts of the Company; and (12) the techniques, methods, and strategies by which the Company develops, manufactures, markets, distributes, and/or sells any of the products described in Section 2.a.(1).
(9) “Territory” means the area defined in Exhibit A.
(10) “Trade Secrets” means Confidential Information which meets the additional requirements of the Colorado Uniform Trade Secrets Act (“UTSA”), C.R.S. §7-74-101 to §7-74-110, and/or under any other applicable law.
(11) “Proprietary Rights” means any and all inventions, discoveries, developments, methods, processes, compositions, works, supplier and customer lists (including information relating to the generation and updating thereof), concepts, and ideas (whether or not patentable or copyrightable) conceived, made, developed, created, or reduced to practice by You (whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during Your employment, which may be directly or indirectly useful in, or related to, the Business of the Company or any business or products contemplated by the Company while You are an Executive, officer, or director of the Company.
b. You agree that Your work for the Company will bring You into close contact with many of the Company’s Customers, Customer Prospects, Vendors, Trade Secrets, and Confidential information. You further agree that the covenants in this Section 2 are reasonable and necessary to protect the Company’s legitimate business interests and its Customer, Customer Prospect, and/or Vendor relationships, Trade Secrets, and Confidential Information.
c. You agree to faithfully perform the duties assigned to You and will not engage in any other employment or business activity while employed by the Company that might interfere with Your full-time performance of Your duties for the Company or cause a conflict of interest. You agree to abide by all of the Company’s policies and procedures, which may be amended from time-to-time.
d. You further agree that, due to Your position, Your engaging in any activity that may breach this Agreement will cause the Company great, immediate, and irreparable harm.
e. Duty of Confidentiality. You agree that during Your employment with the Company and for a period of five (5) years following the termination of such employment for any reason, You shall not directly or indirectly divulge or make use of any Confidential Information outside of Your employment with the Company (so long as the information remains confidential) without the prior written consent of the Company. You shall not directly or indirectly misappropriate, divulge, or make use of Trade Secrets for an indefinite period of time, so long as the information remains a Trade Secret as defined by the UTSA and/or any other applicable law. You further agree that if You are questioned about information subject to this agreement by anyone not authorized to receive such information, You will notify the Company within 24 hours. You acknowledge that applicable law may impose longer duties of non-disclosure, especially for Trade Secrets, and that such longer periods are not shortened by this Agreement.
f. Return of Confidential Information And Company Property. You agree to return all Confidential Information and/or Trade Secrets within three (3) calendar days following the termination of Your employment for any reason. To the extent You maintain Confidential Information and/or Trade Secrets in electronic form on any computers or other electronic devices owned by You, You agree to irretrievably delete all such information and to confirm the fact of deletion in writing within three (3) calendar days following termination of employment with the Company for any reason. You also agree to return all property in Your possession at the time of the termination of the employment with the Company, including but not limited to all documents, records, tapes, and other media of every kind and description relating to the Business of the Company and its Customers, Customer Prospects, and/or Vendors, and any copies, in whole or in part, whether or not prepared by You, all of which shall remain the sole and exclusive property of the Company.
g. Proprietary Rights. Proprietary Rights shall be promptly and fully disclosed by You to the Company’s General Counsel and shall be the exclusive property of the Company as against You and Your successors, heirs, devisees, legatees and assigns. You hereby assign to the Company Your entire right, title, and interest therein and shall promptly deliver to the Company all papers, drawings, models, data, and other material relating to any of the foregoing Proprietary Rights conceived, made, developed, created or reduced to practice by You as aforesaid. All copyrightable Proprietary Rights shall be considered “works made for hire” within the copyright laws of the United States to the fullest extent allowed by law. You shall, upon the Company’s request and at its expense, execute any documents necessary or advisable in the opinion of the Company’s counsel to assign, and confirm the Company’s title in the foregoing Proprietary Rights and to direct issuance of patents or copyrights to the Company with respect to such Proprietary Rights as are the Company’s exclusive property as against You and Your successors, heirs, devisees, legatees and assigns under this Section 2.g. or to vest in the Company title to such Proprietary Rights as against You and Your successors, heirs, devisees, legatees and assigns, the expense of securing any such patent or copyright, however, to be borne by the Company.
h. Non-Competition. You covenant and agree that, during the term of Your employment with the Company and for twelve (12) months after the termination thereof, regardless of the reason for the employment termination, You will not, directly or indirectly, anywhere in the Territory, on behalf of any Competitive Business perform the same or substantially the same Job Duties.
i. Non-Solicitation of Customers, Customer Prospects, and Vendors. You also covenant and agree that during the term of Your employment with the Company and for twelve (12) months after the termination thereof, regardless of the reason for the employment termination, You will not, directly or indirectly, solicit or attempt to solicit any business from any of the Company’s Customers, Customer Prospects, or Vendors with whom You had Material Contact during the last two (2) years of Your employment with the Company.
j. Non-Solicitation of Executives. You also covenant and agree that during the term of Your employment with the Company and for twelve (12) months after the termination thereof, regardless of the reason for the employment termination, You will not, directly or indirectly, on Your own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any non-clerical Executive of the Company with whom You had personal contact or supervised while performing Your Job Duties, to terminate their employment relationship with the Company.
3. At-Will Status. You acknowledge and agree that nothing in this Agreement is a guarantee or assurance of employment for any specific period of time. Rather, You understand that You are an at-will Executive and that the Company may terminate Your employment at any time for any reason. You are similarly free to resign at any time for any reason.
4. Governing Law and Remedies. In addition to any other remedies at law or in equity it may have, each party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in connection with a breach of the provisions of this Agreement. The parties agree and acknowledge that all provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Colorado exclusively and without reference to principles of conflict of laws.
Your initials on this page acknowledge agreement to Governing Law and Remedies provision in Section 4.
5. Construction of Agreement. The covenants contained herein shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement. If any single covenant or clause shall be found unenforceable, it shall be severed and the remaining covenants and clauses enforced in accordance with the tenor of the Agreement. In the event a covenant as written is struck due to overbreadth, the parties specifically agree that said covenant shall be modified and enforced to the extent reasonable, whether said modifications are in time, territory, or scope of prohibited activities.
6. Entire Agreement. This Agreement, which includes Exhibit A, represents the entire understanding between the Company and the Executive on the matters addressed herein and may not be modified, changed or altered by any promise or statement by the Company other than in writing signed by You and an authorized representative of Company. The waiver by the Company of a breach of any provision of this Agreement by any Executive shall not be construed as a waiver of rights with respect to any subsequent breach by You.
You acknowledge that You have carefully read and understand the provisions of this Agreement, and understand that You have the right to seek independent advice at Your expense or to propose modifications prior to signing the Agreement and have negotiated proposed modifications to the extent You deemed necessary. Nothing contained in this Agreement creates a contractual right to a continued employment for a definite term. You represent and warrant that You have entered into this Agreement voluntarily and after consulting with whomsoever You wished.
| Executed the 5th day of January, 2015. | By: | /s/ Bryon Keith Jorgenson |
| Chief Operating Officer |
| (Print Name) | Bryon Keith Jorgenson |
EXHIBIT A
TERRITORY AND JOB DUTIES
Date: January 5, 2015
“Territory” is defined as the United States of America.
Job Duties of COO are:
Reporting to the Chief Executive Officer and Board (CEO), the Chief Operating Officer (COO) will have overall strategic and operational responsibility for all Surna programs and will manage a group of departments. As the chief program officer of Surna, you will provide leadership to the Surna strategic planning process and will implement new programmatic strategic initiatives. In addition, the COO will: provide coordination for the Surna senior management team; serve as liaison to Surna’s partners; and work with Surna’s Board of Directors to keep them abreast of programmatic strategies and challenges.
The COO will partner with the CEO and his peers (the chief financial officer (CFO), chief business officer, general counsel, and various department heads) and will be responsible for developing, implementing, and managing the operational aspects of the annual budget. Finally, the COO will cultivate existing relationships with public and private funders.
Responsibilities Include, but are not necessarily limited to:
| 1. | Program Operational Leadership: |
| a. | Provide effective and inspiring leadership by being actively involved in all programs and services, developing a broad and deep knowledge of all programs. | |
| b. | Identify opportunities for Surna to leverage cross-program strengths to take advantage of new opportunities and/or to address organizational challenges. | |
| c. | Lead, coach, develop, and retain Surna’s high-performance senior management team with an emphasis on developing capacity in strategic analysis and planning and program budgeting. | |
| d. | Develop and implement training programs and retreats to expand the capacity of all staff. | |
| e. | Prepare and submit an annual operational budget, manage effectively within this budget, and report accurately on progress made and challenges encountered. | |
| f. | Ensure the continued financial viability of Surna’s operational units through sound fiscal management. |
| 2. | External Relationship Development: |
| a. | Manage and cultivate existing relationships with funders to secure and expand recurring revenue streams. | |
| b. | Publicly represent Surna with the media and external constituency groups including community, governmental, and private organizations and build excitement for Surna’s mission. |
| 3. | Strategic Plan Implementation: |
| a. | Provide programmatic leadership and input for all strategic plan implementation processes with the ED and staff. Coach program directors as they implement the strategic plan and transition program operations. | |
| b. | Develop and implement a system for tracking and reporting on the progress of the strategic plan implementation. |
Surna Appoints Bryon Jorgenson as Chief Operating Officer
BOULDER, CO, Jan 06, 2015 (Marketwired via COMTEX) — Surna Inc. (OTCQB: SRNA), an engineering, manufacturing, and installation company specializing in commercial indoor cannabis cultivation technology, announced today it has appointed Bryon Jorgenson as Chief Operating Officer.
Jorgenson has more than 25 years of experience as an executive-level manager and engineer in the industrial electronics and industrial automation systems sectors.
Before joining Surna, Jorgenson was Chief Operations Officer and Founder of MIROPEX, LLC, a management consulting organization serving technology based companies; and has been focused on business development functions including product commercialization, pre-acquisition due diligence, business integration, management team transition, and operations performance improvement.
“The vast experience Bryon possesses in leading new product commercialization programs will greatly enrich Surna’s engineering proficiency and ability to consistently provide the most efficient, highest quality technology systems to the cannabis industry,” said CEO Tom Bollich. “Bryon is an essential addition to the Surna team and will be pivotal to our success, permitting us more deftly develop and manufacture cutting-edge innovations in licensed cannabis cultivation.”
Several of Mr. Jorgenson’s programs have included the development and support of both domestic and offshore manufacturing operations. Mr. Jorgenson is also a Lean Green Belt level facilitator and an experienced strategic deployment practitioner.
“I am honored and very excited to have this opportunity to work with such a high caliber senior management team and talented professional staff at Surna,” Jorgenson said. “With such incredible growth in the indoor horticultural market, I look forward to bringing a fast-paced and systematic approach to the operations team at Surna. The challenge of buildings business processes, talent pools, and fine-tuned infrastructure that delivers high-value products to our growing customer base is the chance of a lifetime. I am eager to leverage my broad experience to ensure Surna’s success on every front of the cannabis industry,” Jorgenson said.
Prior to forming MIROPEX, Jorgenson was Senior Director of Operations and Engineering at St. Jude Medical’s Cardiovascular Division from January 2009 to October 2012 where he led several engineering projects comprised of more than 180 staff members, supported multiple M&A transactions, and established project management office systems and training for SJM-Cardiology Division’s global operations organization. Additionally, from May 2007 to January 2009, Jorgenson was Sr. Manager and Director of St. Jude Medical’s global industrial automation department and several other cardiovascular division’s process engineering departments.
Jorgenson holds a Master’s of Science degree in Management of Technology from the University of Minnesota’s Institute of Technology & Carlson School of Business, a Bachelor’s of Science degree in Industrial Technology Management from the Minnesota State University of Moorhead, and has completed extensive postgraduate studies in Mechanical Engineering from the University of Minnesota.
About Surna Inc.
Surna Inc. (www.surna.com) develops innovative technology and products that control or address the energy and resource intensive nature of indoor cannabis cultivation. Currently, the Company’s revenue stream is based on its main product offerings — supplying industrial technology and products to commercial indoor cannabis grow facilities.
Headquartered in Boulder, CO, Surna’s diverse engineering team is tasked with creating novel energy and resource efficient solutions, including the Company’s signature water-cooled climate control platform. The Company’s engineers continuously seek to create technology that solve the highly specific demands of the cannabis industry for temperature, humidity, light and process control.
Surna’s goal is to provide intelligent solutions to improve the quality, the control and the overall yield and efficiency of indoor cannabis cultivation. The Company’s operations exclude the production or sale of marijuana.
Surna’s premier management team draws on backgrounds from life sciences, energy, and software sectors. Surna is headed by technology industrialist and robotics engineer Tom Bollich, co-founder of the highly-publicized gaming Company Zynga. The Company drew national attention when its market valuation quickly surpassed $10 billion.
Safe Harbor Statement This news release contains statements that involve expectations, plans or intentions (such as those relating to future business or financial results, new features or services, or management strategies) and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings. These statements are forward-looking and are subject to risks and uncertainties, so actual results may vary materially. You can identify these forward-looking statements by words such as “may,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. Our actual results, such as the Company’s ability to finance, complete and consolidate acquisition of IP, assets and operating companies, could differ materially from those anticipated in these forward-looking statements as a result of certain factors not within the control of the company such as a result of various factors, including future economic, competitive, regulatory, and market conditions. The company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Statement About Cannabis Markets The use, possession, cultivation, and distribution of cannabis is prohibited by federal law. This includes medical and recreational marijuana. Although certain states have legalized medical and recreational cannabis, companies and individuals involved in the sector are still at risk of being prosecuted by federal authorities. Further, the landscape in the cannabis industry changes rapidly. What was the law last week is not the law today and what is the law today may not be the law next week. This means that at any time the city, county, or state where cannabis is permitted can change the current laws and/or the federal government can supersede those laws and take prosecutorial action. Given the uncertain legal nature of the cannabis industry, it is imperative that investors understand that the cannabis industry is a high risk investment. A change in the current laws or enforcement policy can negatively affect the status and operation of our business, require additional fees, stricter operational guidelines and unanticipated shut downs.
At the Company
David Traylor
Chief Business Officer
(303) 993-5271
david.traylor@surna.com
Investor Relations
David Kugelman
Atlanta Capital Partners, LLC
(404) 856-9157
(866) 692-6847 Toll Free - U.S. And Canada