8-K

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):  February 17, 2024

PISMO COAST VILLAGE, INC.

(Exact Name of Registrant as Specified in Its Charter)

California                                        #0-8463                                        95-2990441

(State or other jurisdiction                          (Commission File                    (IRS Employer Identification

of incorporation)                                          Number)                                            Number)

165 South Dolliver Street, Pismo Beach, California  93449

(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code (805) 773-5649.

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:

[  ]  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))

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ITEM 1.02         TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On February 17, 2024, the Company provided notice to Ms. Lesley Marr, General Manager and Assistant Corporate Secretary, that her employment with the Company was being terminated effective immediately in accordance with the terms of her employment agreement, dated June 29, 2022 (“Employment Agreement”).

The Employment Agreement provides that Ms. Marr was to be paid a base salary of $180,000 per annum, and an incentive bonus at the direction and convenience of the Company’s Board of Directors based on year-end fiscal performance each year.

Under Section 8 of the Employment Agreement, the Company has the right to terminate Ms. Marr’s employment, in which event Ms. Marr shall be entitled to three months of base compensation,  forty-five thousand dollars ($45,000), in addition to any compensation earned up to and including the date of actual termination.

A copy of the Employment Agreement relating to this Item 1.02 Form 8-K is furnished as Exhibit 10.1 to this Current Report.

ITEM 5.02         DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Departure and Appointment of Principal Officers

On February 17, 2024, the Company provided notice to Ms. Lesley Marr, General Manager and Assistant Corporate Secretary, that her employment with the Company was being terminated in accordance with the terms of her employment agreement.

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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.

PISMO COAST VILLAGE, INC.

Date:    February 21, 2024                    

/s/ GEORGE PAPPI, JR.

George Pappi, Jr., President, and Chairman of the Board

(Chief Executive Officer / Principal Executive Officer)

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EX-10.1

EMPLOYMENT AGREEMENT

AGREEMENT MADE this 29th day of June 2022, between PISMO COAST VILLAGE, INC., a California corporation, having its principal place of business at 165 South Dolliver, Pismo Beach, California, hereinafter referred to as "EMPLOYER" and Lesley Marr, 835 E Street, Chula Vista, CA 91910, hereinafter referred to as "EMPLOYEE."

1.TERM OF EMPLOYMENT: The Employer hereby employs the Employee, and the Employee hereby accepts employment with the Employer for a period of three (3) years beginning on the 15th day of July 2022, and ending on the 31st day of July 2025, with a renewable option up to an additional five-year period, unless earlier terminated as hereinafter provided.

2.DUTIES OF EMPLOYEE: The Employee is hereby hired as General Manager of PISMO COAST VILLAGE, INC., located at 165 South Dolliver, Pismo Beach, California, and at such other place or places as may be directed by the Employer. The Employee will be responsible for the orderly daily operation of the business, properties and staff of PISMO COAST VILLAGE, INC., and will report directly to the President. In addition, she will implement proper methods of operation, i.e., policies, advertising, cost and cash flow control, money management, record keeping and adherence to budget levels, as designated by the Board of Directors. Notwithstanding the foregoing or any other provision of this Agreement, Employee shall not, without the specific direction of the President, do or contract for any of the following:

a.Borrow any amount or sum of money on behalf of the Employer without authorization from the Board of Directors.

b.Make expenditures or purchase capital equipment in excess of the amount budgeted by the Board of Directors.

c.Sell any single capital asset of the Employer having a market value in excess of One Thousand Dollars ($1000) or a total of capital assets during a fiscal year having a market value in excess of Ten Thousand Dollars ($10,000).

d.Hire any employee for a term in excess of one (1) year or offer any written employment contracts except as approved by the Board of Directors. The duties of the Employee may be changed from time to time by mutual consent of the Employer and the Employee without resulting in rescission of this Agreement.

e.File any legal claim on behalf of the Corporation without approval of the Board of Directors.

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3.COMPENSATION OF EMPLOYEE: As compensation for services rendered under this Agreement, the Employee shall be entitled to receive from the Employer a salary of One Hundred Sixty-Five-Thousand Dollars $165,000, paid bi-weekly at $6346.15 (minus applicable taxes and withholdings). Effective January 1, 2023 (or Jay Jamison's last day, whichever comes first), your base salary will increase to $180,000. An incentive bonus shall be paid at the direction and convenience of the Board of Directors based on year end fiscal performance each year. The Executive Committee shall meet at least thirty (30) days prior to that time with the Employee to determine how well she has met her goals for each contract fiscal year.

4.MEDICAL/DISABILITY INSURANCE: The Employer agrees to include the Employee and Employee's spouse, in the hospital, surgical, medical and any other plan which has been adopted by the Employer or may hereinafter be modified or adopted by the Board of Directors. Employer contributions to any other plan, adopted by the Board of Directors, may be established from time to time.

5.BUSINESS EXPENSES: Employer shall reimburse Employee for approved business expenses incurred by the Employee for promoting the business of the Employer, including expenditures for entertainment and travel for which she is to be reimbursed by the Employer with a limit of $300 per month. The Employee agrees that she will furnish to the Employer adequate records and other documentary evidence including those required by all federal and state statutes and regulations issued by the appropriate taxing authorities. All such expenses must be approved by the President or V. P. - Finance/Chief Financial Officer of the Corporation.

6.EDUCATION EXPENSES: The Employer agrees to cover the costs for the General Manager to continue her education to benefit the Corporation.

7.VACATION TIME: The Employee shall be entitled during each year of her employment, pursuant to this Agreement, to an annual vacation leave of three (3) weeks at full salary. No more than two (2) weeks may be taken consecutively and no more than one (1) week may be taken during summer prime time. (In compliance with company policy, no more than a total of six (6) weeks may be accrued.)

8.TERMINATION: Employment pursuant to this Agreement shall terminate immediately on the occurrence of any of the following events:

a.    The occurrence of circumstances that makes it impossible or makes it impractical for the business of the Employer to be continued.

b.    The breach of duty by the Employee in the course of her employment, unless waived by the Employer.

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c.    The neglect by the Employee in the course of her employment duties, unless waived by the Employer.

d.    The incapacity of the Employee to perform her duties, unless waived by the Employer.

e.    The death of the Employee.

Unless terminated for one or more of the above causes, Employee shall be entitled to the full compensation as agreed under terms of this Agreement of three (3) months.

Otherwise, the Employee shall be entitled to the compensation earned prior to the date of actual termination computed pro rata up to and including the termination date.

9. NOTICES: Any notices to be given hereunder by either party to the other may be affected in writing and delivered by certified mail or delivered in person.

10. CONTAINMENT OF ENTIRE AGREEMENT HEREIN: This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto and any modification of this Agreement will be effective only if it is in writing, signed and dated by the party to be charged.

11. PARTIAL INVALIDITY: If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force without being impaired or invalidated in any way.

12. INDEMNIFICATION: PISMO COAST VILLAGE, INC., agrees to cause Employee to be included as an assured on its liability insurance coverage in force and from time-to-time Employee shall survey such policies and make recommended changes herein.

EXECUTED at Pismo Beach, California on the day and year first above written.

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XML

Document And Entity Information	Feb. 17, 2024
Document Information Line Items
Entity Registrant Name	PISMO COAST VILLAGE, INC
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000216877
Document Period End Date	Feb. 17, 2024
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	CA
Entity File Number	0-8463
Entity Tax Identification Number	95-2990441
Entity Address, Address Line One	165 South Dolliver Street
Entity Address, City or Town	Pismo Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93449
City Area Code	805
Local Phone Number	773-5649
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false