Attached files
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| EX-10.2 - TRANSACTION BONUS AGREEMENT - MusclePharm Corp | mslp_ex102.htm |
| EX-10.1 - AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT - MusclePharm Corp | mslp_ex101.htm |
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
February 26, 2018
Date of report (date of earliest event reported)
MusclePharm Corporation
(Exact name of registrant as specified in its charter)
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Nevada
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000-53166
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77-0664193
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(State or other jurisdictions of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Nos.)
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4400 Vanowen Street
Burbank, CA 91505
(Address of principal executive offices) (Zip Code)
(303) 396-6100
(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 registrants
under any of the following provisions:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
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On
February 26, 2018, MusclePharm Corporation (the
“Company”) entered into an Amended and Restated
Executive Employment Agreement with Ryan Drexler (the
“Agreement”), effective February 1, 2018 (the
“Effective Date”), pursuant to which Mr. Drexler agreed
to continue to serve as the Company’s President and Chief
Executive Officer and as the Chairman of the Board of Directors of
the Company.
Unless
terminated earlier in accordance with its terms, the Agreement will
continue in effect until the third anniversary of the Effective
Date, and will automatically renew for additional one-year periods
at the end of such three-year period and thereafter unless notice
of non-renewal is given in accordance with the terms of the
Agreement.
The
Agreement provides for an initial annual base salary of $700,000,
and such base salary shall increase to $750,000 beginning on
January 1, 2020. Mr. Drexler is eligible to receive cash-based
incentive bonuses of up to $350,000, based upon the achievement of
specified performance goals. In addition, Mr. Drexler is eligible
to receive a 2018 performance bonus in an amount equal to 75% of
his then-current base salary, based upon the achievement of certain
gross profit margins and recognized revenue thresholds. Mr. Drexler
and the Company will negotiate in good faith to devise a mutually
agreeable performance bonus plan for the 2019 fiscal year and
fiscal years thereafter. Mr. Drexler is also eligible for grants of
equity awards available to other senior executives of the Company
as may be determined by the Board of Directors of the Company or
its compensation committee.
Concurrent
with entry into the Agreement, Mr. Drexler and the Company entered
into a Transaction Bonus Agreement, dated February 26, 2018 (the
“Bonus Agreement”). Pursuant to the Bonus Agreement,
upon the occurrence of a qualifying sale (as such term is defined
in the Bonus Agreement), and provided that at the time of the
qualifying sale, Mr. Drexler is an owner of at least 20% of the
shares of the Company, Mr. Drexler will be entitled to a
transaction bonus equal to 10% of the aggregate purchase price (as
such term is defined in the Bonus Agreement), if such price is in
excess of $50 million.
Under
the Agreement, Mr. Drexler has agreed to certain restrictions on
solicitation, which continue for 12 months following the
termination of his employment, if his employment is terminated due
to disability, by him for good reason or by the Company with or
without cause, due to expiration of the employment period by notice
of non-renewal or due to termination of his employment upon a
notice of termination (as such terms are defined in the Agreement).
The agreement also contains restrictions with respect to disclosure
of the Company’s confidential information.
The
foregoing description of the terms of the Agreement and the Bonus
Agreement do not purport to be complete descriptions and are
qualified in its entirety by reference to the agreements, which are
attached hereto as Exhibits 10.1 and 10.2, respectively, and are
incorporated by reference in their entirety into this Item
5.02.
Item 9.01. Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit No.
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Description
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Amended
and Restated Executive Employment Agreement, dated as of February
26, 2018, effective as of February 1, 2018, entered into between
the Company and Ryan Drexler.
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Transaction
Bonus Agreement, dated as of February 26, 2018, entered into
between the Company and Ryan Drexler.
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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.
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MUSCLEPHARM CORPORATION
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By:
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/s/
Ryan Drexler
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Name:
Ryan Drexler
Title:
Chief Executive Officer
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Date:
March 1, 2018
EXHIBIT
INDEX
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Exhibit No.
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Description
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Amended
and Restated Executive Employment Agreement, dated as of February
26, 2018, effective as of February 1, 2018, entered into between
the Company and Ryan Drexler.
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Transaction
Bonus Agreement, dated as of February 26, 2018, entered into
between the Company and Ryan Drexler.
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