COMMITMENTS AND CONTINGENCIES |
12 Months Ended | |||||||||||||||||||||||||
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Dec. 31, 2018 | ||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||
Note 11 - COMMITMENTS AND CONTINGENCIES |
(A) LEASE COMMITMENTS
On November 15, 2017 the Company signed a three-year lease agreement for approximately 4,100 square feet of office space located in Winter Garden, Florida in which the Company has its headquarters. The lease provides for a one-year renewal term at the option of the Company. Future lease obligations for the office space are as follows:
Total rent expense for the twelve month period ended December 31, 2018, the six month period ended December 31, 2017 and the twelve month period ended June 30, 2017 was approximately $94,000, $42,000 and $80,000, respectively.
(B) EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
On July 1, 2018, Robert McDermott entered into an Employment Agreement (the ‘McDermott 2018 Agreement’) with the Company. The McDermott 2018 Agreement is a three year and six month Employment Agreement wherein Mr. McDermott is to receive an annual base salary of $250,000. In addition, Mr. McDermott was awarded an option to acquire 700,000 shares of the Company’s Common Stock. Thirty three percent of the option award (233,333 options) was vested on July 1, 2018. The remaining options are to be vested at the rate of 233,333 shares and 233,334 shares, respectively, each on the subsequent anniversary dates of the date of the McDermott 2018 Agreement. Further, In the event of termination of employment due to change in control, as defined, Mr. McDermott will continue to receive his base salary for 24 months following the date of termination. In addition, the stock options will become fully vested as of the date of termination. In the event of termination during the initial three year term of the agreement without cause, Mr. McDermott will receive his base salary for the 18 month period after the date of termination. In the event of termination of employment due to death or disability, Mr. McDermott or his estate will continue to receive the base salary Mr. McDermott was receiving for six months following the date of termination and the stock options will become fully vested as of the date of termination.
On October 1, 2018, David Fidanza entered into an Employment Agreement (the ‘Fidanza 2018 Agreement’) with the Company. The Fidanza 2018 Agreement is a three year Employment Agreement wherein Mr. Fidanza is to receive an annual base salary of $115,000. In addition, Mr. Fidanza was awarded an option to acquire 300,000 shares of the Company’s Common Stock. Thirty three percent of the option award (100,000 options) was vested on October 1, 2018. The remaining options are to be vested at the rate of 100,000 shares each on the subsequent anniversary dates of the date of the Fidanza 2018 Agreement. Further, In the event of termination of employment due to change in control, as defined, Mr. Fidanza will continue to receive his base salary for six months following the date of termination. In addition, the stock options will become fully vested as of the date of termination. In the event of termination during the initial three year term of the agreement without cause, Mr. Fidanza will receive his base salary for the six month period after the date of termination. In the event of termination of employment due to death or disability, Mr. Fidanza or his estate will continue to receive the base salary Mr. Fidanza was receiving for six months following the date of termination and the stock options will become fully vested as of the date of termination.
On November 1, 2018, Murali Chakravarthi entered into an Employment Agreement (the ‘Chakravarthi 2018 Agreement’) with the Company. The Chakravarthi 2018 Agreement is a three year Employment Agreement wherein Mr. Chakravarthi is to receive an annual base salary of $120,000. In addition, Mr. Chakravarthi was awarded an option to acquire 300,000 shares of the Company’s Common Stock. Thirty three percent of the option award (100,000 options) was vested on October 1, 2018. The remaining options are to be vested at the rate of 100,000 shares each on the subsequent anniversary dates of the date of the Chakravarthi 2018 Agreement. Further, In the event of termination of employment due to change in control, as defined, Mr. Fidanza will continue to receive his base salary for six months following the date of termination. In addition, the stock options will become fully vested as of the date of termination. In the event of termination during the initial three year term of the agreement without cause, Mr. Chakravarthi will receive his base salary for the six month period after the date of termination. In the event of termination of employment due to death or disability, Mr. Chakravarthi or his estate will continue to receive the base salary Mr. Chakravarthi was receiving for six months following the date of termination and the stock options will become fully vested as of the date of termination.
(C) LITIGATION
From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is, however, subjective to inherent uncertainties and an adverse result in these or other matters may harm the Company’s business. The Company is not aware of any legal proceedings or claims that it believes would or could have, individually or in the aggregate, a material adverse effect on its operations or financial position. |