UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement
See Item 5.02 below.
Item 5.02 Compensatory Arrangements of Officers and Directors
On May 19, 2023, Vinco Ventures, Inc. (the “Company”) entered into employment agreements with each of James Robertson, its CEO and President and Chris Polimeni, its CFO and COO. Both agreements were effective on April 19, 2023.
The terms of the contracts are set forth below:
| Term | James Robertson | Chris Polimeni | ||
| Salary/Benefits | $425,000 with minimum $25,000 increase per annum. Benefits and expense reimbursement as per standard Company policy. $1.5 million life insurance policy for the benefit of the executive’s beneficiaries shall be paid for by the Company. Upon change in control, the executive shall be granted two times base salary plus pro rated bonus. | $400,000 with any increases to be negotiated between the executive and the Company. Benefits and expense reimbursement as per standard Company policy. $1.5 million life insurance policy for the benefit of the executive’s beneficiaries shall be paid for by the Company. | ||
| Term | 5 years with automatic 1 year extensions unless notice of termination is given by either party at least 60 days before the end of initial or any extended term. | 5 years with automatic 1 year extensions unless notice of termination is given by either party at least 60 days before the end of initial or any extended term. | ||
| Vacation/PTO | 35 business days and may carry over up to 20 days per year. | Five 5-day weeks and executive may carry over up to 40 hours per year. | ||
| Termination | Customary and commercially standard terms for termination for cause, not for cause, for good reason and for death and disability and the like. | Customary and commercially standard terms for termination for cause, not for cause, for good reason and for death and disability and the like. | ||
| Assignment of IP Rights | All intellectual property development under and during the term of the agreement shall be deemed property of the Company. | All intellectual property development under and during the term of the agreement shall be deemed property of the Company. | ||
| Noncompete and nonsolicitation | Customary and usual noncompete and nonsolicitation during the agreement and for one year after termination | Customary and usual noncompete and nonsolicitation during the agreement and for one year after termination | ||
| Bonuses | Executive is entitled to an annual bonus equal to 25% of base salary in cash and at least 200% of base salary in equity. All equity bonuses shall be in RSUs payable in six equal amounts over six calendar quarters from end of year for which grant is made. Executive may also be entitled to a signing bonus as determined by the Board of Directors. | Executive is entitled to an annual bonus equal to 25% of base salary in cash and at least 200% of base salary in equity. All equity bonuses shall be in RSUs payable in six equal amounts over six calendar quarters from end of year for which grant is made. There is a make whole cash bonus of $250,000, with $150,000 payable within 30 days of commencement of agreement with $100,000 within 6 months of commencement. Executive shall also be entitled to a make whole RSU grant, as determined by the Board, to vest 25% at the end of the first and second year of employment, and 50% at the end of the third year of employment. | ||
| Performance/milestone RSU Grants | If the Company’s common stock is publicly traded during the Term and the market capitalization of the Company is, for ten (10) consecutive trading days during the Term, at or above the following milestones, Executive shall receive, within five business days following such 10th consecutive trading day, an Equity Award of shares of Company common stock that: (a) shall vest upon the later of January 31, 2025 and the end of the third full month following the date of the grant; and (b) upon the date of the grant, shall have an aggregate value equal to the amount set forth next to the applicable milestone below based on the closing price of the common stock on the Principal Market on the date of the grant. | If the Company’s common stock is publicly traded during the Term and the market capitalization of the Company is, for ten (10) consecutive trading days during the Term, at or above the following milestones, Executive shall receive, within five business days following such 10th consecutive trading day, an Equity Award of shares of Company common stock that: (a) shall vest upon the later of January 31, 2025 and the end of the third full month following the date of the grant; and (b) upon the date of the grant, shall have an aggregate value equal to the amount set forth next to the applicable milestone below based on the closing price of the common stock on the Principal Market on the date of the grant. |
| Company Market Capitalization Milestone | Amount of Equity Award | |||||
| $ | 250,000,000 | $ | 2,500,000 | |||
| $ | 500,000,000 | $ | 3,500,000 | |||
| $ | 750,000,000 | $ | 5,000,000 | |||
| $ | 1,000,000,000 | $ | 7,000,000 | |||
| $ | 1,250,000,000 | $ | 10,000,000 | |||
| Every additional $250,000,000 thereafter (cumulated with the applicable immediately preceding milestone) | $ | 3,500,000 | ||||
Item 9.01 Exhibits
| 99.1 | Employment Agreement with James Robertson |
| 99.2 | Employment Agreement with Chris Polimeni |
| 104 | Cover Page Interactive Data File |
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 thereunto duly authorized.
Date: May 25, 2023
| VINCO VENTURES, INC. | ||
| By: | /s/ Chris Polimeni | |
| Name: | Chris Polimeni | |
| Title: | CFO | |