UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

November 8, 2016 (November 7, 2016)

Date of Report (Date of earliest event reported)

 

SQL TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

 

 

FLORIDA

 

 

333-197821

 

 

46-3645414

 

(State or other jurisdiction of incorporation)

 

 

(Commission File Number)

 

 

(IRS Employer Identification No.)

    

 

4400 North Point Parkway

Suite 154

Alpharetta, GA

  30022

(Address of principal

executive offices)  

  (Zip Code)

 

(770) 754-4711
(Registrant’s telephone number, including area code)  

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 
 

 

Unless otherwise provided in this Current Report, all references to “we,” “us,” “our,” or the “Company” refer to the Registrant, SQL Technologies Corp.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

 

The Appointment of Mark J. Wells as President

 

On November 7, 2016, the Company’s Board of Directors approved the hiring of Mark J. Wells as the Company’s President, pursuant to the terms and conditions of an Executive Employment Agreement, dated effective August 17, 2016, between Mr. Wells and the Company (the “Wells Agreement”). To accommodate Mr. Wells’ hiring, John P. Campi withdrew from his position as the Company’s President, effective upon Mr. Well’s appointment, and will continue in his position as the Company’s Chief Executive Officer. Simultaneous to Mr. Wells hiring, Mr. Wells purchased 150,000 shares of the Company’s common stock for $2.70 per share, at an aggregate price of $405,000, along with options expiring on January 1, 2022 to purchase up to 750,000 shares of the Company’s common stock at an exercise price of $3.00 per share.

 

The business experience of Mr. Wells is set forth below:

 

Mark J. Wells -  Mr. Wells has held various senior leadership positions within the General Electric Company.  From December 2007 to June 2011, Mr. Wells was the General Manager of Consumer Lighting.  From October 2005 to January 2007, Mr. Wells was the President and Chief Executive Officer for GE Consumer & Industrial for Greater China.  Following his MBA studies, from October 2002 to October 2005, Mr. Wells served as Regional Manager for GE Consumer & Industrial’s Southeast Region.  Since 2011, Mr. Wells served as the Executive Vice President and General Manager of Independence Medical and Home Healthcare Solutions, now a part of Cardinal Health. In sum, Mr. Wells has over fourteen years of experience in finance, sales and general management with GE.  Mr. Wells received his MBA from Case Western Reserve University.  Our Board of Directors believes Mr. Wells’ qualifications to serve as our President include his extensive industry experience, executive and advisory experience and his expertise in strategic planning. 

 

The Wells Agreement provides that Mr. Wells will serve for an initial term of three years (the “Initial Term”), which may be renewed by the mutual agreement of Mr. Wells and the Company. Subject to other customary terms and conditions of such agreements, the Wells Agreement provides that Mr. Wells will receive a base salary of $250,000 per year, which may be adjusted each year at the discretion of the Company’s Board of Directors, and 1,025,000 shares of the Company’s common stock, which shall vest on January 1, 2019 (the “Compensation Shares”). As further consideration, the Wells Agreement includes a sign-on bonus of 120,000 shares of the Company’s common stock, with shall vest in its entirety to Mr. Wells on January 1, 2018 (the “Sign-on Shares”). The Wells Agreement also includes incentive compensation equal to one quarter of one percent of the Company’s net revenue paid in cash on an annual basis.

 

Pursuant to the Wells Agreement, if terminated without cause during the Initial Term, the Company shall pay to Mr. Wells (a) an amount calculated by multiplying the monthly salary, at the time of such termination, times the number of months remaining in the Initial Term, and (b) all unpaid incentive compensation then in effect. In addition, the Sign-on Shares shall immediately vest, and the Compensation Shares shall vest on a pro rata basis based on the number of days served under the Wells Agreement and the number of days in the vesting period. For any other termination during the Initial Term, Mr. Wells shall receive payment of salary, at the then current rate, and all due but unpaid incentive compensation through the date termination is effective.

 

 
 

Mr. Wells has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no family relationships required to be disclosed pursuant to Item 404(d) of Regulation S-K, and the Company has not entered into or adopted a material compensatory plan to which its principal executive officers participate or are a party.

 

John P. Campi’s Executive Employment Agreement

 

In connection with Mr. Wells’ appointment as President of the Company, John P. Campi withdrew from his position as the Company’s President effective upon Mr. Well’s appointment, and will continue in his position as the Company’s Chief Executive Officer.

 

On November 7, 2016, the Company’s Board of Directors approved the terms and conditions of an Executive Employment Agreement, dated effective September 1, 2016, between John P. Campi and the Company (the “CEO Agreement”), which supersedes and replaces the Executive Employment between the Company and Mr. Campi dated November 21, 2014.

 

The CEO Agreement provides that Mr. Campi will serve for an initial term of one year (the “Initial CEO Term”), which may be renewed by the mutual agreement of Mr. Campi and the Company. Subject to other customary terms and conditions of such agreements, the CEO Agreement provides that Mr. Campi will receive a base salary of $150,000 per year. As further consideration, the CEO Agreement includes a sign-on bonus of 120,000 shares of the Company’s common stock, which shall vest in its entirety on December 31, 2017 (the “CEO Sign-on Shares”). The CEO Agreement also includes incentive compensation equal to (a) one quarter of one percent of the Company’s gross revenue and three percent of the Company’s annual net income paid in cash on an annual basis, and (b) five-year options to purchase shares of the Company’s common stock in an amount equal to to one half of one percent of the Company’s quarterly net income, the exercise price of which will be determined at the time such options are granted.

 

Pursuant to the CEO Agreement, if terminated without cause during the Initial CEO Term, the Company shall pay to Mr. Campi (a) an amount calculated by multiplying the monthly salary, at the time of such termination, times the number of months remaining in the Initial CEO Term, and (b) all unpaid incentive compensation then in effect on a pro rata basis. In addition, the CEO Sign-on Shares shall immediately vest. For any other termination during the Initial CEO Term, Mr. Campi shall receive an amount calculated by multiplying fifty percent of the monthly salary, in effect at the time of such termination, times the number of months remaining in the Initial CEO Term, and shall not be entitled to incentive compensation payments then in effect, prorated or otherwise.

 

Mr. Campi has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no family relationships required to be disclosed pursuant to Item 404(d) of Regulation S-K, and the Company has not entered into or adopted a material compensatory plan to which its principal executive officers participate or are a party.

 

The Appointment of Rani Kohen as Executive Chairman

 

On November 7, 2016, the Company’s Board of Directors approved the appointment of Rani Kohen, the Company’s Chairman of the Board, as the Company’s Executive Chairman of the Board, pursuant to the terms and conditions of a Chairman Agreement, dated effective September 1, 2016, between Mr. Kohen and the Company (the “Chairman’s Agreement”) which supersedes and replaces the Consulting Agreement between the Company and Mr. Kohen dated November 25, 2013.

 

 

 
 

The Chairman’s Agreement provides that Mr. Kohen will serve for an initial term of three years (the “Initial Chairman’s Term”), which may be renewed by the mutual agreement of Mr. Kohen and the Company. Subject to other customary terms and conditions of such agreements, the Chairman’s Agreement provides that Mr. Kohen will receive a base salary of $250,000 per year, which may be adjusted each year at the discretion of the Company’s Board of Directors, and stock compensation equal to 340,000 shares of the Company’s common stock per year, which shall vest on January 1 of the following year (the “Chairman Compensation Shares”). As further consideration, the Chairman’s Agreement includes (a) a sign-on bonus of 120,000 shares of the Company’s common stock, with shall vest in its entirety on January 1, 2020 (the “Chairman Sign-on Shares”), (b) supplemental bonus compensation of stock options to purchase up to 1,500,000 shares of the Company’s common stock at an exercise price ranging between $3.00 and $5.00 per share, determined based on the achievement of specified market capitalizations of the Company, and (c) incentive compensation equal to one half of one percent of the Company’s gross revenue paid in cash, stock or options on an annual basis.

 

Pursuant to the Chairman’s Agreement, if terminated without cause during the Initial Chairman’s Term, the Company shall pay to Mr. Kohen (a) an amount calculated by multiplying the monthly salary, at the time of such termination, times the number of months remaining in the Initial Chairman’s Term, and (b) all unpaid incentive compensation then in effect. In addition, the Chairman Sign-on Shares shall immediately vest, and the Chairman Compensation Shares shall vest on a pro rata basis based on the number of days served under the Chairman’s Agreement and the number of days from the beginning of the Initial Chairman’s Term through August 31, 2019. For any other termination during the Initial Chairman’s Term, Mr. Kohen shall receive payment, at the then current rate, through the date termination is effective.

 

Mr. Kohen has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no family relationships required to be disclosed pursuant to Item 404(d) of Regulation S-K, and the Company has not entered into or adopted a material compensatory plan to which its principal executive officers participate or are a party.

 

The foregoing summaries of the Wells Agreement, CEO Agreement and Chairman’s Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Wells Agreement, CEO Agreement and Chairman’s Employment Agreement, filed hereto as Exhibits 10.1, 10.2 and 10.3 respectively, and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1        Executive Employment Agreement, dated August 17, 2016 between the Company and Mark J. Wells.

10.2        Executive Employment Agreement, dated September 1, 2016 between the Company and John P. Campi.

10.3         Chairman’s Agreement , dated September 1, 2016 between the Company and Rani Kohen.

  

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 SQL TECHNOLOGIES CORP.

 

Date: November 8, 2016

By: /s/ John P. Campi

John P. Campi

Chief Executive Officer

 

 

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) dated August 17, 2016 by and between Safety Quick Lighting & Fans Corp ., a corporation duly organized under the laws of the state of Florida (together with its subsidiaries and predecessor companies hereinafter referred to as the “Company”) and Mark J. Wells (hereinafter referred to as the “Executive”).

NOW, THEREFORE , the parties hereto agree as follows:

1.              Employment . Company hereby agrees to employ Executive as its President and Executive hereby accepts such employment in accordance with the terms of this Agreement, and the terms of employment applicable to regular employees of Company.

2.              Duties of Executive . The duties of Executive shall include the performance of all of the duties and projects as may be assigned by Chairman and its Board of Directors of the Company. Executive shall perform all duties in a professional, ethical and businesslike manner. Executive shall be required to devote such time to the affairs of the Company as shall be necessary to manage such affairs. Executive shall perform such duties principally from the Company’s offices in Alpharetta, Georgia and/or Fort Lauderdale, Florida, subject to such reasonable travel as may be required. With the exception of those listed on Exhibit A, during the term of this Agreement, Executive’s direct or indirect engagement in any other businesses or concerns in any capacity, either with or without compensation will require prior written consent of Company.

3.              Investment . Executive intends to purchase $405,000.00 of the Company’s common stock at the current market price ($2.70) per share (the “Stock Purchase”). Upon the consummation of the Stock Purchase, Executive shall receive options (the “Purchase Options”) to purchase shares of the Company’s common stock equal to five (5) times the number of shares purchased under the Stock Purchase. The Purchase Options, which shall fully vest on January 1, 2017, shall have an exercise price of $3.00 per share and expire on January 1, 2022.

4.              Compensation. Executive shall be paid compensation during the term of this Agreement as follows:

a)       A base compensation of:

i) An average of Two hundred and fifty thousand dollars ($250,000.00) per year (the “Cash Compensation”) over the Term (as defined herein), the then effective base amount of which shall be agreed by Executive and the Company and paid in installments according to the Company’s regular payroll schedule, and

ii) One Million, Twenty-Five Thousand (1,025,000) shares (the “Compensation Shares”) in the Company’s common stock which shall vest in its entirety to Executive on January 1, 2019; however, in the event the Company is acquired, or is the non-surviving entity in a merger, or sells all or substantially all of its assets (the “M&A Transaction”) prior to January 1, 2019, Executive’s Compensation Shares shall vest immediately.

The Cash Compensation shall be reviewed at the end of each year of service and adjusted by the Company’s Compensation Committee of the Company’s Board of Directors, at its sole discretion.

b)             Incentive compensation equal to one quarter of one percent (0.0025) of Net Revenue (as defined herein) paid in cash on an annual basis pursuant to the Company’s annual audit conducted by its independent auditor.

For the purpose of this agreement, Net Revenue shall mean total sales less returns and discounts.

c)              A sign-on bonus of 120,000 shares of the Company’s common stock (“Sign-On Bonus”) which shall vest in its entirety to Executive on January 1, 2018. In the event the Company is acquired, or is the non-surviving entity in a merger, or sells all or a majority of its assets, all of the Sign-On Bonus shares shall vest immediately.

 

 
 

5.              Benefits.

a)             Vacation . Executive shall be entitled to four (4) weeks paid vacation days each year.

b)             Sick Leave . Executive shall be entitled to sick leave and emergency leave according to the regular policies and procedures of Company. Additional sick leave or emergency leave over and above paid leave provided by the Company, if any, shall be unpaid and shall be granted at the discretion of the board of directors.

c)              Medical and Group Life Insurance . In the event the Company offers such a plan, Company agrees to include Executive, at the Executive’s option, in a group medical and hospital insurance plan the Company may offer during this Agreement. Executive shall be responsible for payment of any federal or state income tax imposed upon these benefits. The offering of a group medical and hospital insurance plan is at the discretion of the Company and NOT a condition of employment by the Executive.

d)             Expense Reimbursement . Executive shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Executive in the performance of Executive’s duties. Executive will maintain records and written receipts as required by the Company policy and reasonably requested by the Company’s Board of Directors to substantiate such expenses.

6.              Initial Term . The term of this Agreement shall commence on September 1, 2016 and shall continue in effect for a period of three (3) years (the “Initial Term”). Following the expiration of the Initial Term, the Agreement shall be renewed upon the mutual agreement of Executive and Company.

7.              Termination

a)       The Company may terminate Executive for cause. Cause shall be defined as:

(i)             An act of fraud, embezzlement, theft or neglect of or refusal to substantially perform the duties of Executive’s employment which is materially injurious to the financial condition or business reputation of the Company;

(ii)           A material violation of this Agreement by Executive, which is not cured within thirty (30) days after written notice thereof;

(iii)         Executive’s death, disability or incapacity.

b)       This Agreement is an “At Will” employment agreement and nothing in the Company’s policies, actions, or this document shall be construed to alter the “At Will” nature of Executive’s status with the Company, and Employee understands that the Company may terminate Executive’s employment at any time for any reason or for no reason, provided it is not terminated in violation of state or federal law. If, however, Executive is terminated without cause, Company shall pay to Executive an amount calculated by multiplying the Executive’s monthly salary, at the time of such termination, times the number of months remaining in the Initial Term (as an example, if Executive were terminated at the end of the sixth month of employment, Executive would be entitled to receive a one-lump payment in cash equal to the remaining six months base compensation of the Initial Term at the time of termination). In addition, if Executive is terminated without cause, Executive’s Sign-on Bonus shares shall immediately vest and Executive’s Compensation Shares shall vest on a pro rata basis with the number of days from the first date of the Term through the last date of employment as the numerator and the number of days from the first date of employment to January 1, 2019 as the denominator. In the event of such termination, Executive shall be entitled to any due but unpaid Incentive Compensation then in effect.

 

 
 

c)       This Agreement and Executive’s employment may be terminated by the Company’s Board of Directors at its discretion at any time after the Initial Term, provided that in such case, Executive shall be paid one (1) month of Executive’s then applicable annual base salary for every year of employment in the Company. In the event of such a discretionary termination, Executive shall be entitled to any due but unpaid Incentive Compensation then in effect.

d)       This Agreement may be terminated by Executive at Executive’s discretion by providing at least thirty (30) days prior written notice to Company. In the event of termination by Executive pursuant to this subsection, Company may immediately relieve Executive of all duties and immediately terminate this Agreement, provided that Company shall pay Executive at the then applicable base salary rate and Executive shall be entitled to any due but unpaid Incentive Compensation to the termination date included in Executive’s original termination notice.

e)       In the event the Company is acquired, or is the non-surviving entity in a merger, or sells all or a majority of its assets, this Agreement, all of the provisions and rights provided herein shall survive.

8.              Notices . Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

If to Company:

Safety Quick Lighting & Fans Corp.
4400 North Point Parkway, Suite 154
Alpharetta, GA 30305

If to Executive:

[REDACTED]

9.              Final Agreement . This Agreement supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only in writing and that which is duly executed by both parties.

10.           Governing Law . This Agreement shall be construed and enforced in accordance with the laws of the state of Florida.

11.           Headings . Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

12.           No Assignment . Neither this Agreement nor any or interest in this Agreement may be assigned by Executive without the prior express written approval of Company, which may be withheld by Company at Company’s absolute and sole discretion.

13.           Severability . If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, shall remain in full force and effect as if such invalid or unenforceable term had never been included.

14.           Arbitration . The parties agree that they shall use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in the state of Florida, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s expenses and administrative fees of arbitration.

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of August 17, 2016.

EXECUTIVE

/s/ Mark J. Wells

Mark J. Wells

 

SAFETY QUICK LIGHTING & FANS CORP.

/s/ John P. Campi

John P. Campi, President & CEO

/s/ Rani Kohen

Rani Kohen, Chairman

 

 

SQL TECHNOLOGIES CORP.

EXECUTIVE EMPLOYMENT AGREEMENT

 

This Executive Employment Agreement (the "Agreement") dated September 1, 2016 by and between SQL Technologies Corp ., a corporation duly organized under the laws of the state of Florida (together with its subsidiaries and predecessor companies hereinafter referred to as the "Company") and John P. Campi, a resident of the state of Georgia (hereinafter referred to as the "Executive").

 

NOW, THEREFORE , the parties hereto agree as follows:

 

1.         Employment . Company hereby agrees to employ Executive as its Chief Executive Officer and Executive hereby accepts such employment in accordance with the terms of this Agreement, and the terms of employment applicable to regular employees of Company.

 

2.         Duties of Executive . The duties of Executive shall include the performance of all of the duties typical of the office held by Executive as described in the bylaws of the Company and such other duties and projects as may be assigned by the board of directors of the Company, if any. Executive shall perform all duties in a professional, ethical and businesslike manner. Executive shall be required to devote such time to the affairs of the Company as shall be necessary to manage such affairs. Executive shall perform such duties principally from the Company’s offices in Atlanta, Georgia, subject to such reasonable travel as may be required. With the exception of those listed on Exhibit A, during the term of this Agreement, Executive's direct or indirect engagement in any other businesses or concerns in any capacity, either with or without compensation will require prior written consent of Company.

 

3.       Compensation. Executive shall be paid compensation during the term of this Agreement as follows:

 

a)       A base salary of one hundred and two thousand dollars ($150,000) per year ($12,500 per month), payable in installments according to the Company's regular payroll schedule. The base salary shall be reviewed at the end of each year of service and adjusted by the Company's Board of Directors at its sole discretion.

 

b)       120,000 shares to vest on December 31, 2017 to complete sign-on bonus

 

c)       An “Incentive Compensation” with cash and stock option components equal to:

 

Cash :

 

(i) One-quarter of one-percent (0.0025%) of the Company's annual gross revenue (as defined below)

and

 

(ii) Three percent (3%) of the Company's annual net income (as defined below)

 

For the purposes of this Agreement, the following definitions of terms shall apply:

 

Gross Revenue shall mean gross sales less any returns and discounts.

 

Net Income: shall mean Gross Revenue less cost of manufacturing and transportation to port, selling costs, GE license fee, all operating and financing costs, bank fees, depreciation, amortization and federal, state and local income taxes.

 

 

 
 

Options :

 

(i)    Options to purchase shares of the Company's common stock equal to one half of one percent (0.005) of quarterly net income, the strike prices of which will be determined at the time of granting. Such options shall expire five years from grant.

Payments of the cash components of the incentive compensation shall be made within thirty (30) days after the Company's independent auditor (“Auditor”) has completed its annual audit (“Audit”) for each applicable year. If the Audit in any applicable year has not been completed within one-hundred and five (105) days (“Audit Date”) after the end of the Company’s fiscal year, then the Company shall make a preliminary payment equal to fifty percent (50%) of the estimated amount due based upon the preliminary adjusted net profits determined by the Auditor, and the payment of the balance, if any, paid with 48 hours following completion of the Audit. In the event it is determined that the preliminary payment is greater than the amount of cash incentive compensation due Executive based on the final Audit results, Executive shall return such excess amount of cash incentive compensation paid to the Company within 48 hours following the completion of the Audit.

 

4.       Benefits.

 

a)        Vacation . Executive shall be entitled to four (4) weeks paid vacation days each year.

 

b)        Sick Leave . Executive shall be entitled to sick leave and emergency leave according to the regular policies and procedures of Company. Additional sick leave or emergency leave over and above paid leave provided by the Company, if any, shall be unpaid and shall be granted at the discretion of the board of directors.

 

c)        Medical and Group Life Insurance . In the event the Company offers such a plan, Company agrees to include Executive, at the Executive's option, in a group medical and hospital insurance plan the Company may offer during this Agreement. Executive shall be responsible for payment of any federal or state income tax imposed upon these benefits. The offering of a group medical and hospital insurance plan is at the discretion of the Company and NOT a condition of employment by the Executive.

 

d)        Expense Reimbursement . Executive shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Executive in the performance of Executive's duties. Executive will maintain records and written receipts as required by the Company policy and reasonably requested by the board of directors to substantiate such expenses.

 

5.       Term . The term of this Agreement shall commence on September 1, 2016 and shall continue in effect for a period of one (1) year. Following the expiration of the current term, the Agreement shall be renewed upon the mutual agreement of Executive and Company.

 

6.         Termination

 

a)        The Company may terminate Executive for cause. Cause shall be defined as:

 

(i)       An act of fraud, embezzlement, theft or neglect of or refusal to substantially perform the duties of Executive's employment which is materially injurious to the financial condition or business reputation of the Company;

 

(ii)       A material violation of this Agreement by Executive, which is not cured within thirty (30) days after written notice thereof;

 

 

 
 

(iii)       Executive's death, disability or incapacity.

 

b) This Agreement and Executive's employment may be terminated at Company's Board of Directors discretion during the Initial Term, provided that if Executive is terminated without cause, Company shall pay to Executive an amount calculated by multiplying the Executive's monthly salary, at the time of such termination, times the number of months remaining in the Initial Term (as an example, if Executive were terminated at the end of the sixth month of employment, Executive would be entitled to receive a one-lump payment in cash or stock equal to the remaining six months base compensation of the Initial Term at the time of termination. To further illustrate, if the Executive's monthly salary at the time of termination without cause was twelve thousand five hundred dollars ($12,500), the Executive would receive twelve thousand five hundred dollars ($12,500) multiplied by six (6) or seventy-five thousand dollars ($75,000). In addition, if Executive is terminated without cause, Executive's Sign-on Bonus shares shall immediately vest. In the event of such termination, Executive shall be entitled to the Incentive Compensation payment and other compensation then in effect, on a prorated basis.

 

c)       This Agreement and Executive's employment may be terminated by the Company's Board of Directors at its discretion at any time after the Initial Term, provided that in such case, Executive shall be paid fifty percent (50%) of Executive's then applicable annual base salary. In the event of such a discretionary termination, Executive shall not be entitled to receive any incentive salary payment or any other compensation then in effect, prorated or otherwise.

 

d)       This Agreement may be terminated by Executive at Executive's discretion by providing at least thirty (30) days prior written notice to Company. In the event of termination by Executive pursuant to this subsection, Company may immediately relieve Executive of all duties and immediately terminate this Agreement, provided that Company shall pay Executive at the then applicable base salary rate to the termination date included in Executive's original termination notice.

 

e)       In the event Company is acquired, or is the non-surviving entity in a merger, or sells all or substantially all of its assets, this Agreement, all of the provisions and rights provided herein shall survive. The Company shall use its best efforts to ensure that the transferee or surviving company is bound by the provisions of this Agreement and all shares grants will vest immediately.

 

7.       Notices . Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

 

If to Company:

SQL Technologies Corp.

4400 North Point Parkway

Suite 154

Alpharetta, GA 30305

 

If to Executive:

 

[REDACTED]

 

8.         Final Agreement . This Agreement supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only in writing and that which is duly executed by both parties.

 

9.         Governing Law . This Agreement shall be construed and enforced in accordance with the laws of the state of Florida.

 

10.         Headings . Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

 

 

 
 

11.         No Assignment . Neither this Agreement nor any or interest in this Agreement may be assigned by Executive without the prior express written approval of Company, which may be withheld by Company at Company's absolute and sole discretion.

 

12.         Severability . If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, shall remain in full force and effect as if such invalid or unenforceable term had never been included.

 

13.         Arbitration . The parties agree that they shall use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in the state of Florida, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator's expenses and administrative fees of arbitration.

 

******** Signature Page Follows ********

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of September 1, 2016.

 

EXECUTIVE

 

/s/ John P. Campi

John P. Campi

 

 

SAFETY QUICK LIGHTING & FANS CORP.

 

/s/ Rani Kohen

Rani Kohen, Chairman, on behalf of the Company's Board of Directors, which has reviewed the Agreement and ratified and affirmed such Agreement as represented herein.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SQL TECHNOLOGIES CORP.


 

CHAIRMAN AGREEMENT

 

The terms contained in this Executive Chairman Agreement (the "Chairman Agreement") supersede and replace the terms contained in the Chairman Agreement dated December 1, 2013, by and between SQL Technologies Corp. (together with its subsidiaries and predecessor companies hereinafter referred to as the "Company") and Rani Kohen (hereinafter referred to as the "Chairman").

 

NOW, THEREFORE, the parties hereto agree as follows:

 

1.     Engagement. Company hereby agrees to engage Chairman, who currently serves as the Company's chairman of the Board of Directors, and Chairman hereby accepts such engagement in accordance with the terms of this Executive Chairman Agreement.

 

2.     Duties of Executive Chairman. The duties of Chairman shall include advising
Company management and its Board of Directors concerning matters relating to the management and organization of the company, its business affairs, corporate and product development and other projects as agreed by the Company's board of directors. Chairman shall perform all duties in a professional, ethical and businesslike manner. Chairman shall be required to devote such time to the affairs of the Company as shall be necessary to manage such affairs. Chairman shall perform such duties principally from offices he maintains in Fort Lauderdale and Miami, Florida and Atlanta, Georgia, subject to such reasonable travel as may be required, and shall not be required to relocate his residence.

 

3.     Compensation. Chairman will be paid compensation during this Chairman
Agreement as follows:

 

a) An Annual Salary of $250,000 (two hundred and fifty thousand dollars) commencing September 1, 2016 payable in installments according to the Company's regular payroll schedule. The Board of Directors of the Company may, at its sole discretion, during the decision for which the Chairman as executive chairman will recuse himself from such discussions, award Chairman bonus compensation in addition to any cash or stock incentive compensation due to Chairman.

 

ii) An Annual Stock Compensation of three hundred forty thousand (340,000) shares per year (the "Compensation Shares") in the Company's common stock, which shall vest in its entirety to Executive on January 1, 2019 of the following year; however, in the event the Company is acquired, or is the non-surviving entity in a merger, or change of control, or sells all or substantially all of its assets (the "M&A Transaction") prior to January 1, 2019, Executive's Compensation Shares shall vest immediately.

 

The Cash Compensation shall be reviewed at the end of each year of service and adjusted by the Company's Compensation Committee of the Company's Board of Directors, at its sole discretion.

 

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b) An annual Incentive Compensation of cash, stock and/or options equal to 1 / 2 % (0.005) of the Company's annual gross revenue (as defined below). Said incentive options will have a 5-year term and the Chairman will have the option of a cash-less exercise.

 

Gross Revenue: Sales less any returns and discounts.

 

c)     A Sign-On Bonus of 120,000 shares of the Company's common stock ("Sign-On Bonus") which shall vest in its entirety to Executive on January 1, 2020. In the event the Company is acquired, or is the non-surviving entity in a merger, or sells all or a majority of its assets, all of the Sign-On Bonus shares shall vest immediately.

 

d)    A Supplemental Bonus in options, based on Company's capitalization to purchase shares of the Company's stock (the "Bonus Options"). The Company will grant Chairman Bonus Options to purchase 500,000 shares of the Company's common stock at $3.00 per share upon the Company achieving each of the following market capitalizations: $300,000,000; $500,000,000; $750,000,000; and Bonus Options to purchase 500,000 shares of the Company's common stock at $4.00 per share upon the Company achieving each of the following market capitalizations: $1,000,000,000; $1,500,000,000; $2,000,000,000; and Bonus Options to purchase 500,000 shares of the Company's common stock at $5.00 per share upon the Company achieving each of the following market capitalizations: $2,500,000,000 and $3,000,000,000.

 

4. Benefits.

 

a)    Vacation. Executive shall be entitled to five weeks paid vacation days each year.

 

b)    Sick Leave. Executive shall be entitled to sick leave and emergency leave according to the regular policies and procedures of Company. Additional sick leave or emergency leave over and above paid leave provided by the Company, if any, shall be unpaid and shall be granted at the discretion of the board of directors.

 

c)     Medical and Group Life Insurance. In the event the Company offers such a plan, Company agrees to include Chairman, including Chairman's immediate family, at the Chairman's option, in a group medical and hospital insurance plan the Company may offer during this Chairman Agreement. The offering of a group medical and hospital insurance plan is at the discretion of the Company and NOT a condition of engagement by the Chairman.

 

d)    Expense Reimbursement. Chairman shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Chairman in the performance of Chairman's duties. Chairman will maintain records and written receipts as required by the Company policy and reasonably requested by the board of directors to substantiate such expenses.

 

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e)     Vehicle Reimbursement. Chairman shall be entitled to a Car Allowance of $1,000 per month, which shall be paid periodically together with Chairman's salary. The Chairman's vehicle should be, above all, highly reliable, safe and secure for the user, while meeting some of the user's personal preferences and needs.

 

f)     Other.

 

(i)    In the event Chairman invents new products or additional applications using the Company's existing intellectual property of the Company, Chairman will be entitled to additional compensation that will be determined by the Company's board of directors.

 

(ii)  The Company shall reimburse Chairman for the cost for cellular phones.

 

5.        Initial Term. The Initial Term of this Chairman Agreement shall commence on September 1, 2016 and it shall continue in effect for a period of three (3) years. Thereafter, the Chairman Agreement shall be renewed upon the mutual agreement of Chairman and Company.

 

6. Termination

 

a) The Company may terminate Chairman for cause. Cause shall be defined as:

 

(i)    An act of fraud, embezzlement or theft;

 

(ii)  A material violation of this Chairman Agreement by Chairman, which is not cured within 30 days after written notice thereof;

 

(iii)         Chairman's death, disability or incapacity.

 

b) This Chairman Agreement is an employment agreement and nothing in the Company's policies, actions or this document shall be construed to alter the nature of Executive's status with the Company as its Chairman of the Board. This Agreement may be terminated at Company's Board of Directors discretion during the Initial Term provided it is not terminated in violation of state or federal law. If, however, this agreement is terminated without cause, Company shall pay to Executive an amount calculated by multiplying the Executive's monthly salary, at the time of such termination, times the number of months remaining in the Initial Term (as an example, if Agreement were terminated at the end of the 20th month of engagement, Chairman would be entitled to receive a one-lump payment in cash equal to the remaining 16 months base compensation of the Initial Term at the time of termination. To further illustrate, if the Chairman's monthly salary at the time of termination without cause was $12,500, the Chairman would receive $12,500 times 16 or $200,000). In addition, if Executive is terminated without cause, Executive's Sign-on Bonus shares shall immediately vest and Executive's Compensation Shares shall vest on a pro rata basis with the number of days from the first date of the Term through the last date of employment as the numerator and the number of days from the first date of employment to August 31, 2019 as the denominator. In the event of such termination, Executive shall be entitled to any due and unpaid Incentive Compensation then in effect.

 

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c)     This Chairman Agreement and Chairman's engagement may be terminated by the Company's Board of Directors at its discretion at any time after the Initial Term, provided that in such case, Chairman shall be fully paid for all incentives and will be entitled for a compensation for any and all of his invented products.

 

d)    This Chairman Agreement may be terminated by Chairman at Chairman's discretion by providing at least ninety (90) days prior written notice to Company. In the event of termination by Chairman pursuant to this subsection, Company may immediately relieve Chairman of all duties and immediately terminate this Chairman Agreement, provided that Company shall pay Chairman at the then applicable annual fee rate to the termination date included in Chairman's original termination notice.

 

e)     In the event Company is acquired, or is the non-surviving party in a merger, or sells all or substantially all of its assets, this Chairman Agreement shall not be terminated and the Company will ensure that the transferee or surviving company is bound by the provisions of this Chairman Agreement and all shares grants and any other compensations shall vest and paid immediately.

 

f)     In the event of Chairman's employment is terminated by reason of Executive's death,
the Company shall (i) pay Executive's designated beneficiary or beneficiaries, within thirty (30) days of Executive's death, in a lump sum in cash twelve (12) months of Executive's Base Salary or Executive's Base Salary through the remainder of the year in which Executive's death occurs, whichever is more, and (ii) any and all Annual Stock Compensation, Incentive Compensation, Sign-On Bonus and Supplemental Bonus as described in Section 3 b), c), d) and e), due Chairman shall be bequeathed to Executive's designated beneficiary or beneficiaries.

 

7. Notices. Any notice required by this Chairman Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

 

If to Company:

Safety Quick Lighting & Fans Corp.
3245 Peachtree Parkway
Suite D310
Suwanee, GA 30024

 

If to Chairman:

 

[REDACTED]

 

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9.         Governing Law. This Chairman Agreement shall be construed and enforced in accordance with the laws of the state of Florida.

 

10.      Headings. Headings used in this Chairman Agreement are provided for convenience only and shall not be used to construe meaning or intent.

 

11.         No Assignment. Neither this Chairman Agreement nor any or interest in this Chairman Agreement may be assigned by Chairman without the prior express written approval of Company, which may be withheld by Company at Company's absolute discretion.

 

12.      Severability. If any term of this Chairman Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Chairman Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

 

13.      Arbitration. The parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this Chairman Agreement. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in Florida, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator's expenses and administrative fees of arbitration.

 

* * * * * Signature Page Follows * * * * *

 

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IN WITNESS HEREOF , the parties hereto have executed this Chairman Agreement as of

September 1, 2016.

 

SAFETY QUICK LIGHTING & FANS CORP.

 

 

/s/ John P. Campi

John P. Campi, President & CEO

 

 

EXECUTIVE CHAIRMAN

 

/s/ Rani Kohen

Rani Kohen

 

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