Form 8-K/A for MEDBOX, INC.
20-Jan-2016
Change in Directors or Principal Officers, Financial Statements and Exhibits
Mr. Goh previously served as Chief Executive Officer of Heart Brand Foods, a producer of heart-healthy snack food products that help to reduce LDL cholesterol, from 2012 to 2014. Mr. Goh also previously served as Chief Executive Officer of Two Chefs on a Roll, a custom producer of savory and bakery private label food products, from 2001 to 2010. Throughout his career, Mr. Goh has focused on leading and developing businesses involved in fast-growing sectors of food, technology and international commerce.
On January 5, 2016, Clint Pyatt, 44, Senior Vice President, Operations and Government Relations, was promoted to Chief Operating Officer of the Company. He will continue to act as Senior Vice President, Government Relations. Mr. Pyatt has served in his present roles with the company since May 20, 2015.
In connection with his promotion, the Company entered into an Executive Employment Agreement with Mr. Pyatt, effective January 1, 2016 (the “Employment Agreement”), pursuant to which the Company agreed to engage Mr. Pyatt, and Mr. Pyatt agreed to serve, as Chief Operating Officer of the Company.
Under the Employment Agreement, the Company will pay Mr. Pyatt an annual base salary of $240,000, subject to a 5- to 7-percent annual increase as determined by the Company’s Board of Directors. Mr. Pyatt is eligible to receive an annual cash bonus and an annual bonus in the form of a fully vested restricted stock unit (“RSU”) grant, each with a yearly target of $120,000 based on Mr. Pyatt’s achievement of mutually agreed annual goals. Any RSUs granted to Mr. Pyatt under the Employment Agreement will be governed by the Company’s 2014 Equity Incentive Plan and related RSU award agreements.
Mr. Pyatt’s employment is “at-will” and subject to termination by the Company at any time or by Mr. Pyatt upon 60 days’ written notice. In the event the Company terminates Mr. Pyatt without Cause (as defined in the Employment Agreement) or Mr. Pyatt resigns for Good Reason (as defined in the Employment Agreement), Mr. Pyatt will be entitled to severance payments equal to his base salary for a period of either 6 months or 1 year, depending on the timing of such termination or resignation, subject to Mr. Pyatt’s full release of claims against the Company. During the one-year period following his termination or resignation, the Employment Agreement prohibits Mr. Pyatt from encouraging the Company’s employees to leave the Company.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Pyatt previously was Chief Executive Officer of CorGreen Technologies, Inc., a provider of products and services to licensed medical marijuana and recreational operators. Earlier, he held management positions in finance and real estate. He also served in the U.S. Marine Corps for six years in several operational capacities, including participation in Desert Shield, Desert Storm and Somalia rescue efforts.
On January 6, 2016, the Company issued a press release announcing the appointment of Mr. Goh as Chief Executive Officer and of Mr. Pyatt as Chief Operating Officer. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Exhibit Number Description
10.1 Executive Employment Agreement, effective as of January 1,
2016, by and between Clint Pyatt and the Company
99.1 Press Release dated January 6, 2016
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MAPH Enterprises, LLC | (305) 414-0128 | 1501 Venera Ave, Coral Gables, FL 33146 | new@marijuanastocks.com
