Stock Grants in lieu of cash. In exchange for Executive delivering to Employer all Executive’s network, past sales customer database that Executive has access to, future sales and his sales organization that will be compensated by Employer, Executive is to be rewarded and paid by the Company through a grant of shares TBD on a case-by-case basis.
Stock Grants in lieu of cash. All Guaranteed Regular Compensation for years 2014 through 2017 is to be paid by the Company through a grant of a special series of non-voting preferred stock, at a dollar for dollar grant basis, par value $0.0001, and stated value of $2 per share, and not issued to the Officer at the time earned, until one of the following occurs: (1) the attainment of certain levels of EBITDA as defined each year by resolution of the Board; or, (2) the cumulative commercial installation of Twenty (20) Smart PharmAssist® Kiosks; or, (3) any other determination by the Board of the Company’s readiness to commence issuance of granted shares of the dollar value at the time of the grant of the special series of preferred non-voting stock representing the Guaranteed Regular Compensation to the Officer. The special series non-voting preferred shall be redeemable by the company, or if applicable, available for private or public sale in the open marketplace, only in any future year whereupon certain contingencies have been attained by the Company, and shall be further limited to no more than: Twelve and one-half Percent (12.5%) of that year’s EBITDA as reported in the Company’s financial statements, in years in which EBITDA is less than Five Million Dollars ($5,000,000); or, Twenty Percent (20%) of that year’s EBITDA as reported in the Company’s financial statements, in years in which the EBITDA is more than Five Million Dollars ($5,000,000), with any balances still due in any year to be carried forward to the next year, or years, until paid in full.
Stock Grants in lieu of cash. All Guaranteed Regular Compensation for years 2014 through 2019 that was unpaid, and was accounted by grants, not issuances, of the Special Series of Non-Voting Preferred stock, as described in 4 (A) above. If the Company is successful in attaining at least $20 million from any source of predominantly unrestricted capital proceeds, the Board may determine, in conjunction with a shareholder vote and the approval of any underwriters involved in any Offering, if applicable, that a portion of some of the earliest awards of the Granted Special Series of Non-Voting Preferred stock may be redeemed from a portion of the those proceeds above $19 million, due to the amount of time that has passed since inception of the Grants of the Special Series, which time is much longer than anticipated at the time that the Officer earned the Guaranteed Salary, but was unpaid all, or a portion, of the amount earned. As with all Preferred Shares Issued, or earned but not yet issued, all the granted but unissued Special Series $1 Preferred shares are to be redeemed at their Stated Value as referenced herein, at the earliest of: (1) the Sale of the Company; or, (2) the financed conversion of control to third parties in which proceeds are sufficient to redeem all Preferred Shares of the Company, or alternatively, through an agreement with a super-majority vote of the Preferred shareholders of each Series, that allows a redemption of any portion and the continuation of the Series’ of Preferred shares remaining to be redeemed from future events; or (3) from the Proceeds of the firm commitment underwritten IPO within Seven (7) days of the availability of the Proceeds by the Company, pro-rata if such proceeds are staged in over a period of several closings.
