Date of Report (Date of earliest reported event): July 10, 2017

 

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Znergy, Inc. (the “Company”) entered into an employment agreement with Ryan Smith as described in Item 5.02 below, which description shall be incorporated into this Item 1.01. A copy of the employment agreement is attached to this report as Exhibit 10.1 and incorporated herein by reference.

On July 10, 2017 the Company entered into an employment agreement with Ryan Smith, 60, to serve as Senior Vice President of the Company. There are no arrangements or understandings between Mr. Smith and any other persons pursuant to which he was appointed as Senior Vice President of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Smith has had a distinguished career in facilities engineering, maintenance, operations and management for major Indiana industrial concerns. From 2012 until the present he was Maintenance Manager for Bremen Castings. From 2002 through 2012, Mr. Smith was Operations Manager for Warsaw Engineering and Fabrication. From 1998 through 2002, he was Engineering and Maintenance Manager for Neenah Enterprises. Prior to 1998, Mr. Smith worked in a variety of engineering, operations and facilities maintenance positions for several major enterprises. Throughout his career, Mr. Smith has focused on increasing operating efficiencies and on developing Reliability Based Maintenance Procedures which reduce costs, improve up-times and increase the reliability of facility equipment. Over the course of his 35-year career, Mr. Smith has developed and maintained a broad array of senior level contacts in numerous facilities across a variety of industries in the Midwest. Mr. Smith earned a Bachelor of Science in Mechanical Engineering degree from Purdue University in 1987.

 

Smith Employment Agreement

The Company entered into an employment agreement with Mr. Smith dated July 10, 2017 (the “Employment Agreement”). The Employment Agreement has a term of three years, and Mr. Smith’s employment with the Company is on an at-will basis.

Mr. Smith (the “Executive”) will receive an annual base salary of $100,000 and will receive an annual performance based bonus within 45 days from the end of the Company’s fiscal year as determined by the Compensation Committee of the Board of Directors. In addition, Executive was granted 3,000,000 shares of common stock of the Company, vested immediately, and was granted 7,000,000 options to purchase common stock of the Company at $0.10 per share (the “Options”). The Options have a three-year expiration and vest one option for every two dollars of revenue recognized by the Company, with quarterly vesting.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements.  These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Our actual results could differ materially from those predicted or implied.  Undue reliance should not be placed on the forward-looking statements in this Current Report on Form 8-K.  We assume no obligation to update such statements.

Item 9.01          Financial Statements and Exhibits

(d) Exhibits

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