Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 30, 2023, SOBR Safe, Inc. (the "Company"), entered into an executive
employment agreement, effective January 30, 2023 (the "Employment Agreement")
with David Gandini, the Company's Chief Executive Officer, which will extend
from such effective date through December 31, 2025 (the "Term"). The Term will
automatically renew for additional terms of one year (the "Renewal Terms")
unless written notice not to renew is otherwise given by either Mr. Gandini or
the Company. All terms used but not defined herein shall have the meaning
ascribed to such term in the Employment Agreement.
Pursuant to the Employment Agreement, Mr. Gandini will receive an annual base
salary of $300,000. For each subsequent calendar year of the Term and Renewal
Terms, Mr. Gandini will receive salary adjustments as recommended by the
Compensation Committee and approved by the Company's Board of Directors (the
"Board"). Mr. Gandini is also entitled to participate in the Company's Annual
Bonus Plan and any and all other incentive payments available to executives of
the Company. Mr. Gandini may also be provided with regular equity grants
commensurate with his role and as awarded by the Board pursuant to the Company's
2019 Equity Incentive Plan.
As provided in the Employment Agreement, Mr. Gandini will also be entitled to
benefits, including insurance coverage, sick leave, vacation, and holidays. Mr.
Gandini will also be entitled to participate in the policies and offerings of
the Company's standard retirement plan. The Company shall also reimburse Mr.
Gandini for expenses which are necessary for the discharge of his duties,
including travel.
The Employment Agreement can be terminated by the Board at any time for or
without Cause. Mr. Gandini may also resign from his employment with or without
Good Reason.
If Mr. Gandini is terminated for Cause, he will receive his unused vacation and
accrued but unused sick time earned but unpaid Base Salary, if any; amounts owed
by the Company to Mr. Gandini prior to or pursuant to the Employment Agreement;
an amount equal to premium payments for COBRA coverage for a period of six
months following termination of his employment for Cause; approved expense
reimbursements, if any; and any other payments or amounts as may be required by
applicable federal or state employment laws.
If Mr. Gandini is terminated without Cause or resigns for Good Reason, he will
receive his accrued but unused vacation and accrued but unused sick time; earned
but unpaid Base Salary, if any; awarded but unpaid Annual Bonus Plan Payment, if
any, and, at the end of the fiscal year in which he was been terminated, a pro
rata portion of any bonus to which he earned under his Annual Bonus Plan through
the date of his termination; vested but unexercised Equity, if any, as well as
the acceleration of any unvested Equity which shall automatically vest
immediately upon his termination; approved expense reimbursements, if any; and
all other payments or amounts as may be required by applicable federal or state
employment laws, as well as a severance payment equivalent to one year of his
Base Salary provided that he executes a release of claims against the Company
and any and all of its affiliates, employees, and officers.
If Mr. Gandini resigns without Good Reason, the Board may, in its sole
discretion, (1) place him on paid administrative leave for a 60-day period; or
(2) require that he continue to perform his duties listed in the Employment
Agreement until the expiration of the 60-day period. Regardless of which option
the Board
elects, Mr. Gandini agrees that, upon termination of employment, he shall be
entitled only to accrued but unused vacation and accrued unused sick time as set
forth in the Employment Agreement, earned but unpaid Base Salary, if any;
awarded but unpaid Annual Bonus Plan Payment, if any; vested but unexercised
Equity, if any; approved expense reimbursements, if any; and any further
payments or amounts as may be required by applicable federal or state employment
laws.
If the Employment Agreement is terminated by expiration, Mr. Gandini will be
entitled to his earned but unpaid Base Salary, awarded but unpaid Annual Bonus
Payment, vested but unexercised Equity, any approved expense reimbursement, and
any other payments or amounts as may be required by applicable federal or state
employment laws.
The description of the Employment Agreement is qualified in its entirety by
reference to the full text of the Employment Agreement, which is filed as
Exhibit 10.1 herewith and is incorporated by reference herein. Unless otherwise
specified, capitalized terms used above without definition have the meanings set
forth in the Employment Agreement.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
10.1 Executive Employment Agreement between David Gandini and SOBR
Safe, Inc., dated January 30, 2023
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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