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Entry into a Material Definitive Agreement.
On November 12, 2012, BillMyParents, Inc. (the Company) entered into an employment agreement with William Hernandez (the Hernandez Employment Agreement). The full text of the Hernandez Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information included below under Item 5.02 provides a summary of the material terms of the Hernandez Employment Agreement and is incorporated herein by reference into this Item 1.01.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 12, 2012, the Board of Directors of the Company appointed William Hernandez, 55, as President of the Company. Michael R. McCoy (previously the Chief Executive Officer and President) will remain in his positions as the Chief Executive Officer and Chairman of the Board of Directors of the Company.
Mr. Hernandez brings over thirty (30) years experience in the global financial services, payments, transaction processing, card network, and brokerage industries. From 2008 to 2012, Mr. Hernandez was President and CEO of Conifer Consulting Group, a unique financial services and payments consulting company that provides a broad range of strategic and project-based services to financial institutions supporting credit and debit card portfolios, card associations, private label card issuers, payment products companies, merchant acquirers, processors, retail bank and merchants to the US and global markets. From 2006 to 2008, Mr. Hernandez was Executive Vice President at Epana/Unidos Financial, a financial services and telecommunications company delivering relevant products (Prepaid Debit, Money Transfer, Bill Payment, Loyalty, Prepaid Phone cards, Small Business Loans, etc.) to Hispanics in the US and Mexico. From 2005 to 2006 Mr. Hernandez was Executive Vice President of First Data Corporation where he directed the US Card Strategic Financial Services organization supporting key clients such as such as American Express, Capital One, HSBC, Discover Financial and Bank of America. From 1998 to 2005, Mr. Hernandez was a Senior Vice President of the Americas for MasterCard International, managing sales and business relationship teams nationally for the largest US-based financial institutions such as GE, US Bank, Bank One, Wells Fargo, Barclays, Bank of America, USAA, RBS Citizens, WAMU, Fifth Third, etc. Prior to MasterCard, Mr. Hernandez was employed by Citibank for eleven (11) years, where he held various international executive positions and where he spearheaded global consumer banking and consumer card products, services and access channel for Citibanks businesses in the United States, Latin America, Europe and Asia. Mr. Hernandez has also previously held executive positions at Financial Guaranty Insurance Co., Shearson American Express and Manufacturers Hanover Trust Company.
On November 12, 2012, the Company and Mr. Hernandez formalized the Hernandez Employment Agreement. Pursuant to the terms of the Hernandez Employment Agreement, Mr. Hernandezs compensation consists of the following: (i) an annual salary of $350,000; (ii) eligibility for an annual cash bonus equal to fifty percent (50%) of Mr. Hernandezs annual salary, upon criteria to be determined (the first years bonus to be guaranteed by the Company); and (iii) options to purchase up to five million shares of Company common stock at an exercise price of $0.49 per share, of which one million options vest immediately and the remaining four million options vest equally over a thirty-six month period.
There are no arrangements or understandings between Mr. Hernandez and any other person pursuant to which Mr. Hernandez was appointed as President of the Company. Mr. Hernandez has not entered into any transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The discussion in this Item 5.02 regarding the Hernandez Employment Agreement is qualified in its entirety by the Hernandez Employment Agreement attached hereto as Exhibit 10.1.