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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 27, 2022

 

Zoned Properties, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Nevada
(State or Other Jurisdiction of Incorporation)

 

000-51640   46-5198242
(Commission File Number)   (IRS Employer Identification No.)
     
8360 E. Raintree Drive, #230
Scottsdale, AZ		   85260
(Address of Principal Executive Offices)   (Zip Code)

 

(Registrant’s telephone number, including area code): (877) 360-8839

 

N/A

(Former name, former address and former fiscal year, if changed since last report) 

 

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.)

 

☐ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

The information regarding the Gauthier Indemnification Agreement (as hereinafter defined) set forth in Item 5.02 below is incorporated herein by reference.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously disclosed in the Current Report on Form 8-K filed on May 9, 2022 with the Securities and Exchange Commission (the “SEC”) by Zoned Properties, Inc. (the “Company”), on May 3, 2022, the Company’s Board of Directors (the “Board”) approved the appointment of Daniel R. Gauthier as the Company’s Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary.

 

Gauthier Employment Agreement

 

In connection with Mr. Gauthier’s appointment, on May 27, 2022, the Company entered into the Employment Agreement, dated as of June 1, 2022, by and between the Company and Mr. Gauthier (the “Gauthier Employment Agreement”). Pursuant to the terms of the Gauthier Employment Agreement, the Company agreed to pay Mr. Gauthier a base annual salary of $135,000 for his services. The Company may also award Mr. Gauthier with cash and/or equity bonuses, determined at the discretion of the Company’s executive management.

 

The Gauthier Employment Agreement has a term of one year, unless sooner terminated or extended pursuant to the terms of the Gauthier Employment Agreement.

 

During the initial one-year term, the Gauthier Employment Agreement may only be terminated for Cause. For purposes of the Gauthier Employment Agreement, “Cause,” with respect to Mr. Gauthier, means:

 

(i)a material violation of any material written rule or policy of the Company applicable to Mr. Gauthier and which Mr. Gauthier fails to correct within 10 days after Mr. Gauthier receives written notice from the Company;

 

(ii)misconduct by Mr. Gauthier to the material and demonstrable detriment of the Company;

 

(iii)Mr. Gauthier’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony; or

 

(iv)Mr. Gauthier’s material failure to perform his obligations and fulfill his covenants and agreements as described in the Gauthier Employment Agreement, after written notice from the Company and failure to cure such material failure within 10 days following receipt of such notice.

 

After expiration of the initial one-year term, the Gauthier Employment Agreement will continue to be in full force and effect, except that either party may terminate the Gauthier Employment Agreement for any reason upon 30 days’ written notice to the other party.

 

The foregoing description of the Gauthier Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Gauthier Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

 

Gauthier Stock Option Agreement

 

Also in connection with Mr. Gauthier’s appointment, on May 27, 2022, the Company entered into the Stock Option Agreement, dated as of July 1, 2022, by and between the Company and Mr. Gauthier (the “Gauthier Option Agreement”). Pursuant to the terms of the Gauthier Option Agreement, the Company agreed to grant Mr. Gauthier an option to purchase 125,000 shares of the Company’s common stock at an exercise price of $1.00 per share (the “Gauthier Option”). The grant date of the Gauthier Option is July 1, 2022 and it is subject to the following vesting schedule: (i) the Gauthier Option will vest with respect to 25,000 shares on July 1, 2022, and (ii) the Gauthier Option will vest with respect to an additional 10,000 shares on July 1st each year, beginning on July 1, 2023 and ending on July 1, 2032, such that the Gauthier Option will have vested with respect to all 125,000 shares on July 1, 2032. The Gauthier Option may be exercised for three months after Mr. Gauthier’s termination, except if such termination is for Cause. If Mr. Gauthier’s termination is for Cause, the Gauthier Option will terminate on Mr. Gauthier’s termination date. Upon Mr. Gauthier’s death or disability, the Gauthier Option may be exercised for 12 months after Mr. Gauthier’s termination date.

 

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The foregoing description of the Gauthier Option Agreement does not purport to be complete and is qualified in its entirety by reference to the Gauthier Option Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and which is incorporated herein by reference.

 

Gauthier Indemnification Agreement

 

Also in connection with Mr. Gauthier’s appointment, on May 27, 2022, the Company entered into the Indemnification Agreement, dated June 1, 2022, by and between the Company and Mr. Gauthier (the “Gauthier Indemnification Agreement”). The Gauthier Indemnification Agreement supplements the indemnification provisions provided in the Company’s articles of incorporation and bylaws and any resolutions adopted pursuant thereto and generally provides that the Company shall indemnify Mr. Gauthier to the fullest extent permitted by applicable law, subject to certain exceptions, against expenses, judgments, fines and other amounts actually and reasonably incurred in connection with his service as an officer and also provides for rights to advancement of expenses and contribution.

 

The foregoing description of the Gauthier Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement, a copy of which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 24, 2021, and which is incorporated herein by reference as Exhibit 10.3 to this Current Report on Form 8-K.

 

Item 7.01. Regulation FD Disclosure.

 

On May 31, 2022, the Company issued a press release announcing Mr. Gauthier’s appointment.

 

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits

 

Exhibit No.  Description
    
10.1  Employment Agreement, entered into on May 27, 2022 and dated as of June 1, 2022, by and between the registrant and Daniel Gauthier.
10.2  Stock Option Agreement, entered into on May 27, 2022 and dated as of July 1, 2022, by and between the registrant and Mr. Gauthier.
10.3  Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on August 24, 2021).
99.1  Press release of the registrant dated May 31, 2022.
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

 

  ZONED PROPERTIES, INC.
   
Dated: May 31, 2022 /s/ Bryan McLaren
  Bryan McLaren
  Chief Executive Officer & Chief Financial Officer

 

 

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Exhibit 10.1

 

8360 E. Raintree Dr. #230

Scottsdale, AZ 85260

 

Employment Agreement

 

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of June 1, 2022 (the “Effective Date”) by and between Zoned Properties, Inc., a Nevada corporation (the “Company”), and Daniel Gauthier, an individual residing in the State of Arizona (“Employee”).

 

Recitals

 

WHEREAS, the Company desires to retain the employment of Employee and Employee desires to be employed by the Company, pursuant to the terms and conditions of this Agreement.

 

NOW THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

Agreement

 

1. Employment. Upon the terms and subject to the conditions set forth herein, Employer hereby agrees to offer the employment of Employee and Employee agrees to accept his/her employment with Employer during the Term (defined hereinafter) as Employer’s Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary.

 

2. Term. The term of this Agreement (the “Term”) shall commence as of the Effective Date and shall, unless sooner terminated or extended, terminate on the first (1st) anniversary of the Effective Date (the “Expiration Date”), as same may be extended by the parties in consistent the provision of Section 7. c) hereof.

 

3. Compensation and Benefits.

 

a. As compensation for the services rendered to the Company agrees to compensate Employee in an amount equal to $135,000.00 annually (the “Salary”) for his services, payable bi-weekly or as is otherwise consistent with the Company’s ordinary payroll policies throughout the Term, from which shall be withheld applicable state and federal income taxes, and such other and similar payroll taxes and charges (including deductions for various benefits) as may be required or appropriate under applicable law. The Salary shall be reviewed by the Company’s Executive Management (the “Executive Management”) and/or the Company’s Board of Directions (the “Board”) on or prior to each anniversary of the Effective Date and any increases to the Salary shall be commensurate with an increase in Employee’s experience and commensurate with the Company’s growth. The Company may also award Employee with various bonus payables, determined from time to time at the discretion of the Company’s Executive Management in either cash and/or equity for the associated period.

 

b. The Employee will participate in all Company compensation or incentive programs extended to Executive Management (including C-suite) generally at levels commensurate with Employee’s position.

 

c. The Employee shall be entitled to participate in all employee and executive benefit plans of the Company including, but not limited to, equity, profit sharing, 401(k), medical, dental and vision coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees and/or Executive Management at a level commensurate with his position subject to satisfying the applicable eligibility requirements.

 

 

 

 

8360 E. Raintree Dr. #230

Scottsdale, AZ 85260

 

d. Upon submittal of appropriate documentation, the Employee is entitled to reimbursement in accordance with the Company’s expense reimbursement policy for all reasonable and necessary business and entertainment expenses incurred in connection with the performance of his duties.

 

4. Duties; Responsibilities. During the term of this Agreement, Employee will serve as the Company’s Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary and shall perform tasks and have the rights, powers and obligations normally associated with that role. Employee shall provide the services as set forth in the Position Description attached hereto. Employee agrees to perform such tasks as reasonably requested.

 

5. Extent of Services. Employee may perform services for any external organizations and volunteer with any charitable organizations provided that such services do not prevent Employee from performing his tasks and obligations under this Agreement.

 

6. Expenses. Employee may incur reasonable expenses on behalf of and to enact business for the Company, including reasonable expenses for entertainment, travel, and similar items. The Company will reimburse Employee for all such expenses upon Employee’s periodic presentation of an itemized account of such expenditures.

 

7. Term. This agreement shall be effect for a period commencing on the Effective Date for a period of TWELVE (12) months (the “Guaranteed Term”). During the Guaranteed Term, neither party may terminate this Agreement, except for “Cause” (as defined below).

 

For purposes herein, “Cause”, with respect to Employee, means:

 

(i)a material violation of any material written rule or policy of the Company applicable to Employee and which the Employee fails to correct within 10 days after the Employee receives written notice from the Company;

 

(ii)misconduct by the Employee to the material and demonstrable detriment of the Company;

 

(iii)the Employee’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony; or

 

(iv)the Employee’s material failure to perform Employee’s obligations and fulfill Employee’s covenants and agreements as described in this Agreement, after written notice from the Company to the Employee of the specific nature of such material failure and the Employee’s failure to cure such material failure within 10 days following receipt of such notice.

 

For purposes herein, “Cause”, with respect to the Company, means Company’s material failure to perform the Company’s obligations and fulfill the Company’s covenants and agreements as described in this Agreement, after written notice from the Employee to the Company of the specific nature of such material failure and the Company’s failure to cure such material failure within 10 days following receipt of such notice.

 

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8360 E. Raintree Dr. #230

Scottsdale, AZ 85260

 

In the event of termination of this Agreement by Employee due to Cause with respect to the Company, all of the parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination.

 

After the Guaranteed Term expires, this Agreement shall continue to be in full force and effect, unaffected by the expiration, except that either party may terminate the Agreement for any reason upon 30 days’ written notice to the other party. The Guaranteed Term and remaining term of this Agreement is referred to as the “Term”. The Company warrants that they will provide their commercially reasonable efforts in supporting Employee in the performance of his/her duties and obligations.

 

8. Restrictive Covenants.

 

a) Customer Restriction. For so long as the Employee is employed by the Company, Employee covenants and agrees that Employee shall not, working alone or in conjunction with one or more other persons or entities, for compensation or not, (i) provide or offer to provide to any Customer any products or services which are the same as or are sold in competition with those offered by Company, its related parties, subsidiaries or affiliates, or (ii) induce or attempt to induce any Customer to withdraw, curtail or cancel its business with Company its related parties, subsidiaries or affiliates.

 

b) Non-Raid. For so long as the Employee is employed by Company, Employee covenants and agrees that Employee shall not, working alone or in conjunction with one or more other persons or entities, for compensation or not, directly or indirectly recruit or otherwise solicit or induce any person or entity who is an employee or Vendor of Company or any of its related parties, subsidiaries or affiliates, to terminate their employment with, or otherwise cease their relationship with, Company or any of its related parties, subsidiaries or affiliates.

 

9. RESERVED.

 

10. Employee Not Restricted by Other Agreement. Employee hereby expressly represents, warrants, and covenants to the Company that Employee is not bound, in any manner, by any agreement, whether written or oral, which would restrict Employee from performing any duties or obligations under this Agreement.

 

11. Superseding Agreement. Employee and the Company agree that this agreement will supersede any other employment agreement(s) existing or already in place.

 

12. Indemnification. Employer shall hold harmless, defend, and indemnify Employee from all claims, demands, or causes of action brought, at any time, against Employee as a result of any of the following circumstances: (a) Employee’s providing services to Employer; (b) any action or inaction arising from or relating to Employee’s position as an Officer of Employer; or (c) any action taken or which should have been taken in the course and scope of Employee’s employment with Employer, or which arose from or related to such employment, including all costs for any judgment, settlement, attorney fees, legal defense, and other expenses related to same; provided, however, that such indemnification obligations provided herein shall not extend to any events which constitute willful misconduct, fraud or gross negligence.

 

13. Entire Agreement. This Agreement constitutes the entire understanding between the parties and there are no covenants, conditions, representations, or agreements, oral or written, or any nature whatsoever, other than those herein continued.

 

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8360 E. Raintree Dr. #230

Scottsdale, AZ 85260

 

14. Amendments. No amendment, alteration, or modification of this Agreement shall be binding upon the parties hereto unless said amendment, alteration, or modification is in writing and signed by all parties.

 

15. Waiver. The waiver of any term, condition, clause, or provision of this Agreement shall in no way be deemed or considered a waiver of any other term, condition, clause, or provision of this Agreement.

 

16. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall remain in effect and be so construed as to effectuate the intent and purpose of this Agreement.

 

17. Notices. All notices, demands, and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered or sent by electronic mail (with hard copy to follow); (b) one (1) day after being sent by reputable overnight express courier (charges prepaid); or (c) five (5) days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, demands, and communications to the parties shall be sent to the addresses indicated below:

 

If to the Company: Zoned Properties, Inc.
  8360 E. Raintree Drive #230.
  Scottsdale, AZ 85260
   
And, if to Employee: Daniel Gauthier
  _____________________
  _____________________

 

18. Additional Documents. The parties hereto agree to execute any and all additional papers and documents reasonably necessary or appropriate to effectuate the terms of this Agreement.

 

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Arizona without regard to conflicts of laws principles thereof and all questions concerning the validity and construction hereof shall be determined in accordance with the laws of said state.

 

20. Dispute Resolution Process. This Section 20 shall govern any dispute, controversy, or claim related to, connected with, or arising out of this Agreement, including any question regarding its existence, validity, or termination, as well as any challenge to the tribunal’s jurisdiction. If such a dispute arises, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation upon terms agreed upon by the parties. If the parties cannot agree on mediation terms, then the mediation shall be administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. If a party fails to respond to a written request for mediation within 30 days after service or fails to participate in any scheduled mediation conference, that party shall be deemed to have waived its right to mediate the issues in dispute. If the mediation does not result in settlement of the dispute within 30 days after the initial mediation conference, or if a party has waived its right to mediate any issues in dispute, then any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, except as may be otherwise provided herein, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

 

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8360 E. Raintree Dr. #230

Scottsdale, AZ 85260

 

Except as otherwise specifically limited in this Agreement, the arbitral tribunal shall have the power to grant any remedy or relief that it deems appropriate, whether provisional or final, including conservatory relief and injunctive relief, and any such measures ordered by the arbitral tribunal may, to the extent permitted by applicable law, be deemed to be a final award on the subject matter of the measures and shall be enforceable as such.”

 

Claims shall be heard by a single arbitrator. If the parties are unable to agree upon the selection of an arbitrator, the arbitrator shall be selected in accordance with the American Arbitration Association rules. The place of arbitration shall be Maricopa County, Arizona. The arbitration shall be governed by the laws of the State of Arizona. Hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings. The successful party shall be awarded the cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, reasonable attorneys’ fees and costs), as determined by the arbitrators. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section 20 by bringing suit in any court of competent jurisdiction. The parties agree that the arbitrator shall have authority to grant injunctive or other forms of equitable relief to any party. This Section 20 shall survive the termination or cancellation of this Agreement. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross- examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

 

21. Attorneys’ Fees and Costs If any action is brought to enforce this Agreement or to collect damages as a result of a breach of any of its provisions, the prevailing party shall also be entitled to collect its reasonable attorneys’ fees and costs incurred in such action from the non-prevailing party, which costs can include the reasonable costs of investigation, expert witnesses and the costs in enforcing or collecting any judgment rendered, all as determined and awarded by the court.

 

22. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal the day and year first above written.

 

Employer:   Employee:
Zoned Properties, Inc.   Daniel Gauthier
         
By: /s/ Bryan McLaren   By: /s/ Daniel Gauthier
  Bryan McLaren     Daniel Gauthier
  Chief Executive Officer      
         
May 27, 2022   May 27, 2022

 

 

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Exhibit 10.2

 

ZONED PROPERTIES, INC.

2016 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

 

Dated as of [July 01, 2022]

 

Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Zoned Properties, Inc. 2016 Equity Incentive Plan (the “Plan”).

 

1. NOTICE OF STOCK OPTION GRANT

 

You have been granted an option to purchase Common Stock, subject to the terms and conditions of the Plan and this Stock Option Agreement (this “Option Agreement”), as follows:

 

Name of Optionee: Dan Gauthier
Total Number of Shares Granted: 125,000
   
Type of Option (check one): ☐ Nonstatutory Stock Option
  ☒ Incentive Stock Option
   
Exercise Price per Share: $[ 1.00 ]
Grant Date: Friday, July 1st, 2022
Vesting Commencement Date: Friday, July 1st, 2022
   
Vesting Schedule: This option may be exercised, in whole or in part, in accordance with the following schedule:
   
  This Option shall vest and become exercisable for the shares of Stock as follows: (i) TWENTY FIVE THOUSAND (25,000) shares shall vest on the date that is the Grant Date and (ii) an additional TEN THOUSAND (10,000) shares shall vest annually on each TWELVE (12) month(s) thereafter, so that all the Option shares shall be vested on the TEN (10) year anniversary of the Grant Date.
   
Termination Period: This option may be exercised for three (3) months after the Optionee’s Termination Date, except that if the Optionee’s Termination of Service is for Cause, this option shall terminate on the Termination Date. Upon the death or Disability of the Optionee, this option may be exercised for twelve (12) months after the Optionee’s Termination Date. Special termination periods are set forth in Sections 2.3.2. In no event may this option be exercised later than the Term of Award/Expiration Date provided below.
   
Term of Award/Expiration Date: Ten (10) Years from the Grant Date: July 1st, 2032.

 

 

 

2. AGREEMENT

 

2.1.Grant of Option. The Administrator hereby grants to the optionee named in the Notice of Stock Option Grant in Section 1 (the “Optionee”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), subject to the terms and conditions of this Option Agreement and the Plan. This Option is intended to be a Nonstatutory Stock Option (“NSO”) or an Incentive Stock Option (“ISO”), as provided in the Notice of Stock Option Grant.

 

2.2.Exercise of Option.

 

2.2.1.Vesting/Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set forth in Section 1 and the applicable provisions of this Option Agreement and the Plan. Notwithstanding the foregoing, this Option becomes exercisable in full if the Company is subject to a Change in Control.

 

2.2.2.Method of Exercise. This Option is exercisable by delivering to the Administrator a fully executed “Exercise Notice” or by any other method approved by the Administrator. The Exercise Notice shall provide that the Optionee is electing to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Administrator. Payment of the full aggregate Exercise Price as to all Exercised Shares must accompany the Exercise Notice. This Option shall be deemed exercised upon receipt by the Administrator of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. The Optionee is responsible for filing any reports of remittance or other foreign exchange filings required in order to pay the Exercise Price.

 

2.3.Limitation on Exercise.

 

2.3.1.The grant of this Option and the issuance of Shares upon exercise of this Option are subject to compliance with all Applicable Laws. This Option may not be exercised if the issuance of Shares upon exercise would constitute a violation of any Applicable Laws. In addition, this Option may not be exercised unless (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) is in effect at the time of exercise of this Option with respect to the Shares; or (ii) in the opinion of legal counsel to the Company, the Shares issuable upon exercise of this Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The Optionee is cautioned that unless the foregoing conditions are satisfied, the Optionee may not be able to exercise the Option when desired even though the Option is vested. As a further condition to the exercise of this Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. Any Shares that are issued will be “restricted securities” as that term is defined in Rule 144 under the Securities Act, and will bear an appropriate restrictive legend, unless they are registered under the Securities Act. The Company is under no obligation to register the Shares issuable upon exercise of this Option.

 

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2.3.2.Special Termination Period. If exercise of the Option on the last day of the termination period set forth in Section 1 is prevented by operation of Section 2.3.1, then this Option shall remain exercisable until 14 days after the first date that Section 2.3.1 no longer operates to prevent exercise of the Option.

 

2.4.Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following methods; provided, however, the payment shall be in strict compliance with all procedures established by the Administrator:

 

2.4.1.cash;

 

2.4.2.check or wire transfer;

 

2.4.3.subject to any conditions or limitations established by the Administrator, other Shares that have a Fair Market Value on the date of surrender or attestation equal to the aggregate Exercise Price;

 

2.4.4.consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Administrator (Officers and Directors shall not be permitted to use this procedure if this procedure would violate Section 402 of the Sarbanes-Oxley Act of 2002, as amended);

 

2.4.5.subject to any conditions or limitations established by the Administrator, retention by the Company of so many of the Shares that would otherwise have been delivered upon exercise of the Option as have a Fair Market Value on the exercise date equal to the aggregate exercise price of all Shares as to which the Option is being exercised, provided that the Option is surrendered and cancelled as to such Shares; or

 

2.4.6.any combination of the foregoing methods of payment.

 

2.5.Non-Transferability of Option. This Option may not be transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of this Option Agreement and the Plan shall be binding upon the executors, administrators, heirs, successors, and assigns of the Optionee. This Option may not be assigned, pledged, or hypothecated by the Optionee whether by operation of law or otherwise, and is not subject to execution, attachment, or similar process. Notwithstanding the foregoing, if this Option is designated as a Nonstatutory Stock Option, the Administrator may, in its sole discretion, allow the Optionee to transfer this Option as a gift to one or more family members. For purposes of this Option Agreement, “family member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in- law, or sister-in-law (including adoptive relationships), any individual sharing the Optionee’s household (other than a tenant or employee), a trust in which one or more of these individuals have more than 50% of the beneficial interest, a foundation in which the Optionee or one or more of these persons control the management of assets, and any entity in which the Optionee or one or more of these persons own more than 50% of the voting interest.

 

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2.6.Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with this Option Agreement and the Plan.

 

2.7.Tax Obligations.

 

2.7.1.Withholding Taxes. The Optionee shall make appropriate arrangements with the Administrator for the satisfaction of all applicable Federal, state, local, and foreign income taxes, employment tax, and any other taxes that are due as a result of the Option exercise. With the Administrator’s consent, these arrangements may include withholding Shares that otherwise would be issued to the Optionee pursuant to the exercise of this Option. The Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

 

2.7.2.Notice of Disqualifying Disposition of ISO Shares. If the Option is an ISO, and if the Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the exercise of the ISO on or before the later of (i) the date two (2) years after the Grant Date, or (ii) the date one year after the date of exercise, the Optionee shall immediately notify the Administrator in writing of such disposition. The Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

 

2.8.Change in Control. Upon a Change in Control the Option will be assumed or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation. If the successor corporation refuses to assume or substitute for the Option, then immediately before and contingent on the consummation of the Change in Control, the Optionee will fully vest in and have the right to exercise the Option. In addition, if the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator will notify the Optionee in writing or electronically that the Option will be fully vested and exercisable for a period determined by the Administrator in its sole discretion, and the Option will terminate upon the expiration of such period.

 

2.9.Restrictions on Resale. The Optionee shall not sell any Shares at a time when Applicable Law, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Optionee is a Service Provider and for such period after the Optionee’s Termination of Service as the Administrator may specify.

 

2.10.Lock-Up Agreement. In connection with any underwritten public offering of Shares made by the Company pursuant to a registration statement filed under the Securities Act, the Optionee shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any Shares (including but not limited to Shares subject to this Option) or any rights to acquire Shares of the Company for such period beginning on the date of filing of such registration statement with the Securities and Exchange Commission and ending at the time as may be established by the underwriters for such public offering; provided, however, that such period shall end not later than one hundred eighty (180) days from the effective date of such registration statement. The foregoing limitation shall not apply to shares registered for sale in such public offering.

 

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2.11.Entire Agreement; Governing Law. This Option Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This Option Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Nevada.

 

2.12.No Guarantee of Continued Service. The vesting of the Option pursuant to the Vesting Schedule hereof is earned only by continuing as a Service Provider at the will of the Company (and not through the act of being hired, being granted an Option, or purchasing Shares hereunder). This Option Agreement, the transactions contemplated hereunder, and the Vesting Schedule set forth herein constitute neither an express nor an implied promise of continued engagement as a Service Provider for the vesting period, for any period, or at all, and shall not interfere with Optionee’s right or the Company’s right to terminate Optionee’s relationship as a Service Provider at any time, with or without Cause.

 

By the Optionee’s signature and the signature of the Company’s representative below, the Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of this Option Agreement and the Plan. The Optionee has reviewed this Option Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel before executing this Option Agreement and fully understands all provisions of this Option Agreement and the Plan. The Optionee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions relating to this Option Agreement and the Plan.

 

The Optionee further agrees that the Company may deliver all documents relating to the Plan or this Option (including prospectuses required by the Securities and Exchange Commission), and all other documents that the Company is required to deliver to its security holders or the Optionee (including annual reports, proxy statements and financial statements), either by e-mail or by e-mail notice of a Web site location where those documents have been posted. The Optionee may at any time (i) revoke this consent to e-mail delivery of those documents; (ii) update the e-mail address for delivery of those documents; (iii) obtain at no charge a paper copy of those documents, in each case by writing the Company at 8360 E. Raintree Dr. #230, Scottsdale, Arizona 85260. The Optionee may request an electronic copy of any of those documents by requesting a copy in writing from the Company. The Optionee understands that an e-mail account and appropriate hardware and software, including a computer or compatible cell phone and an Internet connection, will be required to access documents delivered by e-mail.

 

[Signature Page to Follow]

 

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In witness whereof, the parties have executed this Option Agreement on the date first set forth above.

 

OPTIONEE:   Zoned Properties, Inc.
       
/s/ Daniel Gauthier   By: /s/ Bryan McLaren
Signature   Name:  Bryan McLaren
Daniel Gauthier   Title: CEO & Plan Administrator
Printed Name      
    May 27, 2022
       
       
Residence Address      
       
May 27, 2022      

 

 

 

 

Exhibit 99.1

 

Zoned Properties Appoints Dan Gauthier as Chief Legal Officer

 

New Executive Position to Focus on Legal, Compliance, and Business Systems for National Expansion

 

SCOTTSDALE, Ariz., May 31, 2022 /BusinessWire/ -- Zoned Properties®, Inc. (the “Company” or “Zoned Properties”) (OTCQB: ZDPY), a leading real estate development firm for emerging and highly regulated industries including legalized cannabis, today announced the appointment of Daniel Gauthier as Chief Legal Officer. In his capacity as Chief Legal Officer, Gauthier will serve multiple related roles for Zoned Properties, including Chief Compliance Officer and Corporate Secretary of the corporation.

 

Prior to joining Zoned Properties, Gauthier was an attorney at Rose Law Group PC, a law firm based in Scottsdale, Arizona, which has a long-standing history of serving clients in emerging and innovative markets including the regulated cannabis space. Gauthier's practice was comprised of a broad range of corporate, commercial, and real estate transactions. He received his J.D. from Sandra Day O’Connor College of Law and his B.A. from University of Arizona.

 

For the past several years, Gauthier has provided the Zoned Properties team with exceptional legal and business services as outside transactional counsel related to the Company’s commercial real estate services. As Zoned Properties executes on scaling its commercial real estate development model nationally, Gauthier will play an instrumental role in leading the advancement of the Company’s corporate structure from a legal, compliance, and business strategy perspective.

 

“Zoned Properties is a pioneer in the regulated commercial real estate industry. After working with the Company for several years and seeing firsthand their community-driven, innovative approach to commercial real estate development, I knew I wanted to join Zoned Properties in their efforts to expand nationally as a leader in this rapidly-emerging and evolving industry. I look forward to bringing another layer of expertise to support the Company’s integrative national growth strategy and business model by contributing my legal and regulatory insight from mainstream and emerging markets,” said Gauthier, Chief Legal Officer for Zoned Properties.

 

Gauthier will join Bryan McLaren, Chief Executive Officer, and Berekk Blackwell, Chief Operating Officer, as Zoned Properties continues to fortify its executive team, attracting talented individuals that can contribute meaningfully to the Company’s mission, vision, and values. The investment in new executive talent will contribute to the Company’s ability to execute on its national expansion plans with strong business systems and governance in place to manage growth.

 

“Dan has been absolutely essential to the launch of our advanced client offerings at Zoned Properties, contributing directly to the strategic integration of our commercial real estate services. For the past few years, he has played an integral role in developing our full-spectrum approach to commercial real estate development through purpose-built solutions for complex and highly regulated industries,” said Bryan McLaren, Chief Executive Officer of Zoned Properties.

 

About Zoned Properties, Inc. (OTCQB: ZDPY):

 

Zoned Properties is a leading real estate development firm for emerging and highly regulated industries, including regulated cannabis. The company is redefining the approach to commercial real estate investment through its integrated growth services.

 

Headquartered in Scottsdale, Arizona, Zoned Properties has developed a full spectrum of integrated growth services to support its real estate development model; the Company’s Property Technology, Advisory Services, Commercial Brokerage, and Investment Portfolio collectively cross-pollinate within the model to drive project value associated with complex real estate projects. With national experience and a team of experts devoted to the emerging cannabis industry, Zoned Properties is addressing the specific needs of a modern market in highly regulated industries.   

 

 

 

Zoned Properties is an accredited member of the Better Business Bureau, the U.S. Green Building Council, and the Forbes Real Estate Council. Zoned Properties does not grow, harvest, sell or distribute cannabis or any substances regulated under United States law such as the Controlled Substance Act of 1970, as amended (the “CSA”). Zoned Properties corporate headquarters are located at 8360 E. Raintree Dr., Suite 230, Scottsdale, Arizona. For more information, call 877-360-8839 or visit www.ZonedProperties.com.  

 

Twitter: @ZonedProperties

LinkedIn: @ZonedProperties

 

Safe Harbor Statement

 

This press release contains forward-looking statements. All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as "believe," "expect," "anticipate," "plan," "potential," "continue" or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in the Company's filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company's control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

 

Media Relations

Proven Media

Neko Catanzaro

Tel (401) 484-4980

neko@provenmediaservices.com

 

Investor Relations

Zoned Properties, Inc.

Bryan McLaren

Tel (877) 360-8839

Investors@zonedproperties.com

www.zonedproperties.com