Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The following actions were approved by our Board of Directors by unanimous
consent in accordance with the provisions of our Bylaws and Section 141(f) of
the General Corporation Law of the State of Delaware (the "GCLD") on February
10, 2022.
Effective February 4, 2022, which is the date of this Current Report, Paul
LaPier resigned as our Executive Vice President of Finance and Secretary of the
Company.
Also effective February 4, 2022, B. Todd Murcer was elected as our Executive
Vice President and Secretary, and we entered into an Employment Agreement with
Mr. Murcer that was effective January 24, 2022, and a copy of which is Exhibit
10.1 attached hereto and incorporated herein by reference and which is
summarized below. Additionally, Jason N. Welch was elected as the President of
IM Telecom, and we entered into an Employment Agreement with Mr. Welch dated
February 2, 2022, which was effective February 14, 2022, a copy of which is
Exhibit 10.2, also attached hereto and summarized below. See Section 9, Item
9.01, hereof.
B. Todd Murcer Employment Agreement
On January 24, 2022, we entered into an Employment Agreement with Mr. Murcer
(the "Murcer Employment Agreement"), under which Mr. Murcer will serve as our
Executive Vice President of Finance and Secretary of the Company, with customary
duties applicable to these positions, and which are described in Exhibit A
thereof. Under the Murcer Employment Agreement, Mr. Murcer will receive the
following compensation: $18,750 per month base salary; and inclusion in our
healthcare plan for employees, including medical, dental and vision, which
coverage also includes his immediate family. The monthly base salary may be
increased or decreased from time to time in the sole discretion of the Company,
but in no event shall the monthly base salary be less than the amount stated in
this section. Mr. Murcer entitled to four (4) weeks of paid vacation during each
year of his employment in accordance to the Company's vacation accrual policy as
defined by our Company handbook; and he may also receive an annual bonus under
the Company's bonus program established by us and as approved by our Board of
Directors each calendar year.
The Murcer Employment Agreement also contained customary termination, trade
secret and dispute resolution clauses, among others.
Mr. Murcer was also awarded 350,000 stock options as of the effective date of
Murcer Employment Agreement under the Company's 2022 Form of Incentive Stock
Option Agreement and its 2018 Incentive Stock Option Plan, at an exercise price
determined by the closing public market price for our shares of common stock on
the "OTCQB Tier" of the OTC Markets Group, LLC (the "OTC Markets") on the
effective date of the grant ($1.165 per share, the January 24, 2022, closing
price), with the options vesting on the four (4) year anniversary date of the
grant or 87,500 per year (the "ISO's").
The Murcer's Employment Agreement also contained customary termination, trade
secret and dispute resolution clauses, among others.
Mr. Murcer is 52 years of age. Prior to joining us, Mr. Murcer served as
Executive Vice President, FP&A and Treasury of Lingo Communications, a provider
of IP-based Cloud voice and data solutions, following its merger with Impact
Telecom, Inc. ("Impact") in 2018. In this key leadership position, he directed
procedures and policies for the financial operations of the business and had
responsibility for planning and implementing financial projections and reporting
activities for the U.S. and its Canadian subsidiary, Vancouver Telephone
Company, Limited. As owner of treasury operations, Mr. Murcer managed the use
and sourcing of the company's
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cash and banking activities with additional oversight to credit and collections
risk management. Mr. Murcer has been in the telecommunication industry for more
than 20 years, and got his start with Matrix Telecom, Inc. ("Matrix"), a
Platinum Equity portfolio company that ultimately divested to Impact. At Matrix,
he helped the company grow annual revenues from $10 million to $400 million,
serving in a number of business development and financial roles and leading
teams through numerous M&A transactions. Mr. Murcer holds a B.S. in Economics
from the University of Oklahoma and an M.S.M. from Boston University's Brussels
Graduate Center.
Jason N. Welch Employment Agreement
On February 2, 2022 (effective February 14, 2022), we entered into an Employment
Agreement with Mr. Welch (the "Welch Employment Agreement"), under which Mr.
Welch will serve as the President of IM Telecom, with customary duties
applicable to this position, and which are described in Exhibit A thereof. Under
the Welch Employment Agreement, Mr. Welch will receive the following
compensation: $20,833.33 per month base salary; and inclusion in our healthcare
plan for employees, including medical, dental and vision, which coverage also
includes his immediate family. The monthly base salary may be increased or
decreased from time to time in the sole discretion of the Company, but in no
event shall the monthly base salary be less than the amount stated in this
section. Mr. Welch is entitled to four (4) weeks of paid vacation during each
year of his employment in accordance to the Company's vacation accrual policy as
defined by our Company handbook; and he may also receive an annual bonus under
the Company's bonus program established by us and as approved by our Board of
Directors each calendar year.
The Welch Employment Agreement also contained customary termination, trade
secret and dispute resolution clauses, among others.
Mr. Welch was also awarded 350,000 stock options as of the effective date of the
Welch Employment Agreement under the Company's 2022 Form of Incentive Stock
Option Agreement and its 2018 Incentive Stock Option Plan, at an exercise price
determined by the closing public market price for our shares of common stock on
the "OTCQB Tier" of the OTC Markets Group, LLC (the "OTC Markets") on the
effective date of the grant ($1.04 per share, the February 14, 2022, closing
price), with the options vesting on the four (4) year anniversary date of the
grant or 87,500 per year (the "ISO's").
Mr. Welch is 51 years of age. Prior to joining us, Mr. Welch served as Chief
Operations Officer of 46 Labs LLC, a provider of SaaS, voice and data solutions
servicing large enterprise and communications providers internationally. In this
key leadership position, he directed procedures and policies for the operations
of the business and had responsibility for service delivery, customer care and
vendor management. Prior to joining 46 Labs, Mr. Welch served as Executive Vice
President of Impact Telecom, a Lingo Company. In this function, he provided
oversight to carrier wholesale sales acquisition, product strategy, account
management, agent channel management, vendor management, pricing, routing and
business analytics. He successfully managed the growth of the carrier wholesale
business unit to $40m+ in annual revenues, processing 18b+ voice minutes
annually through hundreds of domestic and international carrier partnerships.
Mr. Welch has been in the telecommunication industry for more than 25 years and
has successfully served in management roles across companies such as Frontier
Communications, Global Crossing, Telco Group Inc., KDDI Global, XO Communication
and Impact Telecom.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description of Exhibit
10.1 B. Todd Murser Employment Agreement effective January 24, 2022, as
previously filed in an 8-K Current Report dated February 4, 2022
and filed on February 11, 2022
10.2 Jason N. Welch Employment Agreement effective February 14, 2022
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