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Nevada
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000-30653
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80-0068489
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6980 O’Bannon Drive, Las Vegas,
NV
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89117
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(Address
of principal executive offices)
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(Zip
Code)
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_____________________________________________
(Former
name or former address, if changed since last report)
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
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·
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Mr.
Zimmerman shall serve as the CFO, Secretary, and Treasurer of the Company
for a period of three years, devoting substantially all of his business
time, knowledge, and skill to conduct the business of the company as may
be reasonably necessary to discharge his duties under the
agreement. The term of the agreement may be extended upon
mutual written agreement.
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·
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Mr.
Zimmerman shall be compensated with a monthly base salary to be paid in
bi-monthly installments. Under Section 3.1 of the Employment
Agreement, Mr. Zimmerman’s base salary shall begin at $6,600 and will
increase in phases over the course of the next year to a maximum of
$12,500 per month.
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·
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Mr.
Zimmerman will be initially granted options to purchase 37,500 shares of
our common stock at a price of $0.55 per share, exercisable for three
years. Additional grants of options to purchase 22,500 shares
of our common stock at a price of $0.55 per share, exercisable for three
years, will be made at the beginning of each additional year of
service.
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·
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In
the event that Mr. Zimmerman is terminated without cause, he shall be
entitled to receive a severance payment in the amount of up to twelve
months salary, depending on the time of the
termination.
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·
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Mr.
Zimmerman will be subject to duties of non-disclosure and
non-competition.
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·
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Mr.
Scott will receive a cash stipend in the amount of $4,000 per
quarter.
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·
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Mr.
Scott will receive immediately-vested options to purchase 46,250 shares of
our common stock per quarter. The exercise price and term of
such stock options has not been determined at this
time.
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·
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Mr.
Scott’s reasonable expenses incurred in his service as a director will be
reimbursed. Mr. Scott will be indemnified in accord with the
terms of the Company’s articles, bylaws, and other pertinent corporate
documents.
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Exhibit No.
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Description
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