JBI, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-52444
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90-0822950
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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20 Iroquois Street,
Niagara Falls, NY
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14303
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(Address of principal executive offices)
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(Zip Code)
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Exhibit No.
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Description
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10.1
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Amended and Restated Employment Agreement, dated October 18, 2012, by and between the Company and Kevin Rauber.
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10.2
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Amended and Restated Employment Agreement, dated October 18, 2012, by and between the Company and Matthew Ingham.
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10.3
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Amended and Restated Employment Agreement, dated October 18, 2012, by and between the Company and Tony Bogolin.
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10.4
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Form of Incentive Stock Option Agreement.
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JBI, Inc.
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October 19, 2012
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By:
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/s/ Matthew J. Ingham
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Name:
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Matthew J. Ingham
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Title:
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Chief Financial Officer
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Exhibit No.
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Description
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10.1
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Amended and Restated Employment Agreement, dated October 18, 2012, by and between the Company and Kevin Rauber.
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10.2
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Amended and Restated Employment Agreement, dated October 18, 2012, by and between the Company and Matthew Ingham.
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10.3
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Amended and Restated Employment Agreement, dated October 18, 2012, by and between the Company and Tony Bogolin.
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10.4
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Form of Incentive Stock Option Agreement.
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●
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Vesting one (1) year from the Effective Date; 100,000 options to purchase common stock at $1.50 per share
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Vesting two (2) years from the Effective Date; 100,000 options to purchase common stock at $1.50 per share
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Vesting three (3) years from the Effective Date; 100,000 options to purchase common stock at $1.50 per share
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Vesting four (4) years from the Effective Date; 100,000 options to purchase common stock at $1.50 per share
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●
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Vesting five (5) years from the Effective Date; 100,000 options to purchase common stock at $1.50 per share
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o
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At the time of exercise, the Employee will have the option to issue payment to the Company for the option price times the number of options being exercised. For example, if the Employee exercises 100,000 options, Employee would provide cash in the amount of $150,000 to the Company and in turn receive 100,000 shares of JBI Common Stock (less any withholding).
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o
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Additionally, the Employee can perform a cashless exercise, in which the total number of shares to be issued will be offset by the amount the Employee would be required to remit to the Company. For example, if 100,000 shares are exercised when the price of the Company’s common stock is $5.00, then the Employee would receive Common Stock in the amount of the options exercised multiplied by the market price less the number of options exercised multiplied by the $1.50 per option (100,000*$5.00) - (100,000*1.50) = $350,000 of shares of JBI Common Stock (valued at the market price on the date of exercise) (less any withholding).
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●
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The Company, in its sole discretion, shall have the right to require the Employee to remit to the Company cash in an amount sufficient to satisfy all applicable tax withholding requirements, or to withhold a sufficient number of shares of stock to satisfy such withholding requirements.
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●
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The grant of the options shall at all times be subject to the terms and conditions of the Company’s formal stock compensation plan under which the options are granted, and in the event of any conflict between this Agreement and any award agreement or plan, the terms of the award agreement and plan shall control.
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●
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The term of the options will be the lesser of (a) ten (10) years, measured from the date immediately preceding the date on which the options were granted, or (b) seven (7) years from the date of vesting.
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●
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All options, vested and unvested, will immediately vest upon the change in voting control of the Company, other than any change in voting control of the Company resulting from (i) the transfer of the Series A Super Voting Preferred Stock of the Company from Mr. John Bordynuik to any of the other parties signatory to a letter agreement dated May 15, 2012 between Mr. John Bordynuik and the other parties signatory thereto; and (ii) the redemption or purchase of such Series A Super Voting Preferred Stock by the Company.
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●
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The Company will have a formal stock compensation plan in place within six (6) months of the Effective Date of this Agreement under which these options will be formally issued.
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(a)
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the Employee’s conviction of any felony or crime involving moral turpitude;
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(b)
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the Employee’s engaging or in any manner participating in any material act of intentional misconduct against the Company, or its employees, agents or customers, including but not limited to fraud or the use or appropriation for his personal use or benefit of any funds or properties of the Company not authorized by the Company’s Board of Directors to be so used or appropriated; or,
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(c)
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the Employee’s refusal to implement or follow a lawful policy or directive of the Company following a written request or order to do so.
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DATED: October 18, 2012 | /s/ Kevin P. Rauber | ||
KEVIN P. RAUBER | |||
DATED: October 18, 2012 | JBI, INC., | ||
a Nevada corporation | |||
By: | /s/ Matthew J. Ingham | ||
Name: Matthew J. Ingham
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Title: Chief Financial Officer
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●
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Vesting one (1) year from the Effective Date; 100,000 options to purchase common stock at $1.50 per share
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●
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Vesting two (2) years from the Effective Date; 100,000 options to purchase common stock at $1.50 per share
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●
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Vesting three (3) years from the Effective Date; 100,000 options to purchase common stock at $1.50 per share
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o
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At the time of exercise, the Employee will have the option to issue payment to the Company for the option price times the number of options being exercised. For example, if the Employee exercises 100,000 options, Employee would provide cash in the amount of $150,000 to the Company and in turn receive 100,000 shares of JBI Common Stock (less any withholding).
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o
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Additionally, the Employee can perform a cashless exercise, in which the total number of shares to be issued will be offset by the amount the Employee would be required to remit to the Company. For example, if 100,000 shares are exercised when the price of the Company’s common stock is $5.00, then the Employee would receive Common Stock in the amount of the options exercised multiplied by the market price less the number of options exercised multiplied by the $1.50 per option (100,000*$5) - (100,000*1.50) = $350,000 of shares of JBI Common Stock (valued at the market price on the date of exercise) (less any withholding).
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●
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The Company, in its sole discretion, shall have the right to require the Employee to remit to the Company cash in an amount sufficient to satisfy all applicable tax withholding requirements, or to withhold a sufficient number of shares of stock to satisfy such withholding requirements.
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●
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The grant of the options shall at all times be subject to the terms and conditions of the Company’s formal stock compensation plan under which the options are granted, and in the event of any conflict between this Agreement and any award agreement or plan, the terms of the award agreement and plan shall control.
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●
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The term of the options will be the lesser of (a) ten (10) years, measured from the date immediately preceding the date on which the options were granted, or (b) seven (7) years from the date of vesting.
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●
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All options, vested and unvested, will immediately vest upon the change in control of the Company other than any change in voting control of the Company resulting from (i) the transfer of the Series A Super Voting Preferred Stock of the Company from Mr. John Bordynuik to any of the other parties signatory to a letter agreement dated May 15, 2012 between Mr. John Bordynuik and the other parties signatory thereto; and (ii) the redemption or purchase of such Series A Super Voting Preferred Stock by the Company.
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●
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The Company will have a formal stock compensation plan in place within six (6) months of the Effective Date of this Agreement under which these options will be formally issued.
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(a)
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the Employee’s conviction of any felony or crime involving moral turpitude;
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(b)
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the Employee’s engaging or in any manner participating in any material act of intentional misconduct against the Company, or its employees, agents or customers, including but not limited to fraud or the use or appropriation for his personal use or benefit of any funds or properties of the Company not authorized by the Company’s Board of Directors to be so used or appropriated; or,
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(c)
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the Employee’s refusal to implement or follow a lawful policy or directive of the Company following a written request or order to do so.
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DATED: October 18, 2012 | /s/ Matthew J. Ingham | ||
MATTHEW J. INGHAM
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DATED: October 18, 2012 | JBI, INC., | ||
a Nevada corporation | |||
By: | /s/ Kevin P. Rauber | ||
Name: |
Kevin P. Rauber
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Title: |
Chief Executive Officer
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●
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Vesting one (1) year from the Effective Date; 80,000 options to purchase common stock at $1.50 per share
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●
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Vesting two (2) years from the Effective Date; 80,000 options to purchase common stock at $1.50 per share
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●
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Vesting three (3) years from the Effective Date; 80,000 options to purchase common stock at $1.50 per share
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●
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Vesting four (4) years from the Effective Date; 80,000 options to purchase common stock at $1.50 per share
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●
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Vesting five (5) years from the Effective Date; 80,000 options to purchase common stock at $1.50 per share
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o
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At the time of exercise, the Employee will have the option to issue payment to the Company for the option price times the number of options being exercised. For example, if the Employee exercises 80,000 options, Employee would provide cash in the amount of $120,000 to the Company and in turn receive 80,000 shares of JBI Common Stock (less any withholding).
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o
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Additionally, the Employee can perform a cashless exercise, in which the total number of shares to be issued will be offset by the amount the Employee would be required to remit to the Company. For example, if 80,000 shares are exercised when the price of the Company’s common stock is $5.00, then the Employee would receive Common Stock in the amount of the options exercised multiplied by the market price less the number of options exercised multiplied by the $1.50 per option (80,000*$5) - (80,000*1.50) = $280,000 of shares of JBI Common Stock (valued at the market price on the date of exercise) (less any withholding).
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●
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The Company, in its sole discretion, shall have the right to require the Employee to remit to the Company cash in an amount sufficient to satisfy all applicable tax withholding requirements, or to withhold a sufficient number of shares of stock to satisfy such withholding requirements.
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●
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The grant of the options shall at all times be subject to the terms and conditions of the Company’s formal stock compensation plan under which the options are granted, and in the event of any conflict between this Agreement and any award agreement or plan, the terms of the award agreement and plan shall control.
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●
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The term of the options will be the lesser of (a) ten (10) years, measured from the date immediately preceding the date on which the options were granted, or (b) seven (7) years from the date of vesting.
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●
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All options, vested and unvested, will immediately vest upon the change in control of the Company other than any change in voting control of the Company resulting from (i) the transfer of the Series A Super Voting Preferred Stock of the Company from Mr. John Bordynuik to any of the other parties signatory to a letter agreement dated May 15, 2012 between Mr. John Bordynuik and the other parties signatory thereto; and (ii) the redemption or purchase of such Series A Super Voting Preferred Stock by the Company.
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●
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The Company will have a formal stock compensation plan in place within six (6) months of the Effective Date of this Agreement under which these options will be formally issued.
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(a)
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the Employee’s conviction of any felony or crime involving moral turpitude;
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(b)
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the Employee’s engaging or in any manner participating in any material act of intentional misconduct against the Company, or its employees, agents or customers, including but not limited to fraud or the use or appropriation for his personal use or benefit of any funds or properties of the Company not authorized by the Company’s Board of Directors to be so used or appropriated; or,
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(c)
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the Employee’s refusal to implement or follow a lawful policy or directive of the Company following a written request or order to do so.
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DATED: October 18, 2012 |
/s/ Tony Bogolin
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TONY BOGOLIN
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DATED: October 18, 2012 | JBI, INC., | ||
a Nevada corporation | |||
By: |
/s/
Kevin P. Rauber
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Name: Kevin P. Rauber | |||
Title: Chief Executive Officer |
JBI, INC.
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By: | ||||
Name: | ||||
Title: | ||||
OPTIONEE
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