UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 17, 2015
__________________________________________
(Exact name of registrant as specified in
its charter)
| Nevada |
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000-29363 |
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88-0343702 |
| (State or other jurisdiction of incorporation) |
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(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
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1771 E. Flamingo Rd #201-A
Las Vegas, NV |
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89119 |
| (Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: |
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(702) 734-3457 |
Not Applicable
Former name or former address, 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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 3.02. |
Unregistered Sales of Equity Securities. |
On July 21, 2015, Players Network (the “Company”)
issued an aggregate of 5,750,000 shares of the Company’s newly created Series C preferred stock (see Item 5.03 below) to
Mark Bradley, the Company’s Chief Executive Officer in exchange for his payment to the Company of $17,250, as a reduction
in unpaid compensation pursuant to the terms of the employment agreement dated September 1, 2010 by and between the Company and
Mr. Bradley (the “2010 Employment Agreement”).
The Company claims an exemption from registration pursuant to
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuance did not involve
a public offering, the recipient took the securities for investment and not resale, the Company took appropriate measures to restrict
transfer, and the recipient had access to similar documentation and information as would be required in a registration statement
under the Act. No underwriters or agents were involved in the foregoing issuance and the Company paid no underwriting discounts
or commissions.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
New Bradley Employment Agreement
On July 17, 2015, the Company entered into an employment agreement
with Mr. Bradley (the “New Employment Agreement”), effective July 1, 2015. The New Employment Agreement replaces Mr.
Bradley’s 2010 Employment Agreement, which was set to expire on September 1, 2015, and which was terminated on July 17, 2015,
effective July 1, 2015, pursuant to a mutual agreement of the parties.
Pursuant to the terms of the New Employment Agreement, Mr. Bradley
will serve as the Company’s CEO and Chairman. The New Employment Agreement has a term of five years and six months, commencing
July 1, 2015. The Company agrees to pay Mr. Bradley an annual base salary of $175,000 or such greater amount as may be determined
by the Board of Directors of the Company (the “Board”) in connection with a performance review to be performed at least
once annually. In the event that the Board determines that the Company cannot afford to pay Mr. Bradley any portion of his base
salary, Mr. Bradley may, at his sole option, elect one of the following:
| (a) | Defer receipt of his base salary until such time as the Company has the funds to pay him. In the event that Mr. Bradley elects
this option, the unpaid salary shall be paid with no interest. |
| (b) | Elect to convert all, or a portion of the unpaid salary into Series C Preferred Stock at an exchange rate equal to the closing
price of the Company’s common stock on the date immediately preceding each election. |
The Company will also pay Mr. Bradley an annual bonus, subject
to meeting mutually agreed upon annual performance criteria mutually established by the Company and Mr. Bradley.
In the event that Mr. Bradley’s employment is terminated
by the Company for any reason (other than as a result of the termination for cause or by death) or terminated by Mr. Bradley as
a result of a material breach of the New Employment Agreement by the Company (any of the foregoing, an “Involuntary Termination”),
Mr. Bradley shall be entitled to continue to receive his base salary and all benefits for the remainder of the term of the New
Employment Agreement as if it had not been terminated. In addition, Mr. Bradley shall receive from the Company, on the effective
date of the Involuntary Termination, a lump sum amount equal to two times Mr. Bradley’s then current base salary. In addition,
all stock options that Mr. Bradley would be eligible though the natural term of the New Employment Agreement will immediately become
fully vested. In the event Mr. Bradley or his family is ineligible under the terms of any insurance to continue to be covered,
the Company shall provide Mr. Bradley and his family with substantially equivalent coverage through other sources or will provide
Mr. Bradley with a lump sum payment equal to the agreed upon value of the continuation of such insurance coverage to which Mr.
Bradley is entitled under the New Employment Agreement.
In the event of Mr. Bradley’s death during the term of
the New Employment Agreement, the Company will pay to Mr. Bradley’s designated beneficiary 100% of Mr. Bradley’s then
current base salary for a period of 12 months following Mr. Bradley’s death.
The Company has the right to terminate the New Employment Agreement
and Mr. Bradley’s employment for Cause (as hereinafter defined) upon written notice to Mr. Bradley. The term “Cause”
means Mr. Bradley must have (i) been willful, gross or persistent in his inattention to his duties or Mr. Bradley committed acts
which constitute willful or gross misconduct and, after written notice of the same has been given to Mr. Bradley and he has been
given an opportunity to cure the same within 30 days after such notice; or (ii) committed fraud against the Company. If Mr. Bradley’s
employment is terminated for Cause and Mr. Bradley does not consent to such termination, such termination shall not be considered
effective and Mr. Bradley’s rights under the New Employment Agreement shall continue until the existence of Cause has been
determined by an independent arbitrator appointed by the American Arbitration Association and either party’s rights to petition
a court of law for a decision in the matter have been exhausted.
Pursuant to the terms of the New Employment Agreement, Mr. Bradley
is subject to a nondisclosure provision that continues for a period of one year following his termination of employment. He is
also subject to a noncompete agreement during the term of his employment with the Company.
Mr. Bradley is entitled to participate in all employee benefit
programs established by the Company from time to time for employees or executives to the extent that Company executives or senior
management employees generally are eligible to participate in such programs.
Termination of 2010 Bradley Employment Agreement
In consideration for the parties’ entry into the New Employment
Agreement, the Company and Mr. Bradley mutually agreed to terminate the 2010 Employment Agreement. Pursuant to the termination
of employment agreement dated July 17, 2015 and effective July 1, 2015 (the “Termination”), neither the Company nor
Mr. Bradley shall have any continuing obligations thereunder, except that any amounts due by the Company to Mr. Bradley pursuant
to the 2010 Employment Agreement as of July 17, 2015 shall continue to be due and owing by the Company.
The foregoing descriptions of the New Employment Agreement and
the Termination are qualified in their entireties by reference to the New Employment Agreement and the Termination, which are filed
as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 21, 2015, the Company filed a
certificate of designation (the “Certificate of Designation”) with the Nevada Secretary of State. The Certificate
of Designation has the effect of designating 12,000,000 shares of preferred stock as Series C preferred stock. The Certificate
of Designation was approved by the Company’s board of directors on July 17, 2015.
There are no sinking fund provisions applicable
to our Series C preferred stock. The material terms of our Series C preferred stock are included below.
Dividends. The holders of our Series C preferred stock
shall be entitled to receive, share for share with the holders of shares of common stock, such dividends if, as and when declared
from time to time by the Board of Directors. In the event that such dividend is paid in the form of shares of common stock, holders
of common stock shall receive common stock and holders of Series C preferred stock shall receive Series C preferred stock.
Liquidation. In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of the Series C preferred stock shall
be entitled to receive, share for share with the holders of shares of common stock, all the assets of the Company of whatever kind
available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied.
Redemption. The shares of Series C preferred stock are
not be redeemable.
Reacquired Stock. Any Series C preferred stock purchased,
redeemed or otherwise acquired by the Corporation shall be retired and canceled promptly, and shall become authorized but unissued
preferred stock.
Conversion. The holders of the Series C preferred stock
shall have conversion rights as follows (the “Conversion Rights”):
| · | Each share of Series C preferred stock shall be convertible into one share of common stock at the option of the holder thereof
at any time. |
| · | Each share of Series C preferred stock shall automatically be converted into one share of common stock upon any sale, pledge,
conveyance, hypothecation, assignment or other transfer (a “Transfer”) of such share, whether or not for value, by
the initial registered holder (the “Initial Holder”) thereof, other than any such Transfer by such holder to (i) a
nominee of such holder (without any change in beneficial ownership, as such term is defined under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) or (ii) another person that, at the time of such Transfer, beneficially
owns shares of Series C preferred stock or a nominee thereof; provided that, notwithstanding the foregoing, (A) any Transfer by
the Initial Holder without consideration to (1) any controlled affiliate of such Initial Holder which remains such, (2) a partner,
active or retired, of such Initial Holder, (3) the estate of any such Initial Holder or a trust established for the benefit of
the descendants or any relatives or spouse of such Initial Holder, (4) a parent corporation or wholly-owned subsidiary of such
Initial Holder or to a wholly-owned subsidiary of such parent unless and until such transferee ceases to be a parent or wholly-owned
subsidiary of the Initial Holder or a wholly-owned subsidiary of such parent, or (5) the spouse of such Initial Holder, in each
case, shall not result in such conversion or (B) any bona fide pledge by the Initial Holder to any financial institution in connection
with a borrowing shall not result in such conversion; and provided, further, that in the event any Transfer shall not give rise
to automatic conversion hereunder, then any subsequent Transfer by the holder (other than any such Transfer by such holder to a
nominee of such holder (without any change in beneficial ownership)) or the pledgor, as the case may be, shall be subject to automatic
conversion upon the terms and conditions set forth herein. |
| · | The one-to-one conversion ratio for the conversion of the Series C preferred stock into common stock shall be equitably adjusted
in the event of any recapitalization of the Company by means of a stock dividend on, or a stock split or combination of, outstanding
common stock or Series C preferred stock, or in the event of any merger, consolidation or other reorganization of the Corporation
with another corporation. |
Voting Rights. Except as otherwise provided in the Certificate
of Designation or by law, each holder of Series C preferred stock shall be entitled to 50 votes for each share of Series C preferred
stock held on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. Except as otherwise
provided in the Certificate of Designation or by Nevada law, the holders of common stock and the holders of Series C preferred
stock shall at all times vote on all matters (including the election of directors) together as one class.
The foregoing description of the Certificate of Designation
is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1 hereto and incorporated
herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
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| 3.1 |
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Certificate of Designation for Series C Preferred Stock. |
| 10.1 |
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Employment Agreement dated July 17, 2015 by and between the registrant and Mark Bradley Feldgreber. |
| 10.2 |
|
Termination of Employment Agreement dated July 17, 2015 by and between the registrant and Mark Bradley Feldgreber. |
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
PLAYERS NETWORK |
| |
|
| Date: July 22, 2015 |
By: |
/s/ Mark Bradley |
| |
|
Mark Bradley
Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF DESIGNATION FOR
SERIES C PREFERRED STOCK
OF
PLAYERS NETWORK
WHEREAS, the Amended and Restated
Articles of Incorporation, as amended (the “Articles”), of Players Network, a Nevada corporation (the “Corporation”),
presently authorizes the issuance of 25,000,000 shares of preferred stock, $0.001 par value, in one or more series upon terms and
conditions that are to be designated by the Board of Directors (the “Board”); and
WHEREAS, the Board wishes to designate
12,000,000 shares of the Corporation’s preferred stock as “Series C Preferred Stock.”
NOW, THEREFORE, BE IT RESOLVED, that
the designation and amount of the Series C Preferred Stock and the rights, preferences, privileges and restrictions granted to
or imposed upon the Series C Preferred Stock or the holders thereof are as follows:
1. Designation
and Amount. The number of shares of preferred stock (“Preferred Stock”) which the Corporation is authorized to
issue is 25,000,000, of which 12,000,000 shares are hereby designated as Series C Preferred Stock, $0.001 par value (“Series
C Preferred Stock”).
2. Dividends.
The holders of the Series C Preferred Stock shall be entitled to receive, share for share with the holders of shares of Common
Stock, such dividends if, as and when declared from time to time by the Board of Directors. In the event that such dividend is
paid in the form of shares of Common Stock, holders of Common Stock shall receive Common Stock and holders of Series C Preferred
Stock shall receive Series C Preferred Stock.
3. Liquidation.
In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Corporation,
the holders of the Series C Preferred Stock shall be entitled to receive, share for share with the holders of shares of Common
Stock, all the assets of the Corporation of whatever kind available for distribution to stockholders, after the rights of the holders
of the Preferred Stock have been satisfied.
4. Redemption.
The shares of Series C Preferred Stock shall not be redeemable.
5. Reacquired
Stock. Any Series C Preferred Stock purchased, redeemed or otherwise acquired by the Corporation in any manner whatsoever shall
be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized
but unissued Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions
of the Board of Directors, subject to any conditions and restrictions on issuance set forth herein.
6. Conversion.
The holders of the Series C Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):
(a) Each
share of Series C Preferred Stock shall be convertible into one fully paid and nonassessable share of Common Stock at the option
of the holder thereof at any time.
(b) Each
share of Series C Preferred Stock shall automatically be converted into one fully paid and nonassessable share of Common Stock
upon any sale, pledge, conveyance, hypothecation, assignment or other transfer (a “Transfer”) of such share, whether
or not for value, by the initial registered holder (the “Initial Holder”) thereof, other than any such Transfer by
such holder to (i) a nominee of such holder (without any change in beneficial ownership, as such term is defined under Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or (ii) another person that, at the
time of such Transfer, beneficially owns shares of Series C Preferred Stock or a nominee thereof; provided that, notwithstanding
the foregoing, (A) any Transfer by the Initial Holder without consideration to (1) any controlled affiliate of such Initial Holder
which remains such, (2) a partner, active or retired, of such Initial Holder, (3) the estate of any such Initial Holder or a trust
established for the benefit of the descendants or any relatives or spouse of such Initial Holder, (4) a parent corporation or wholly-owned
subsidiary of such Initial Holder or to a wholly-owned subsidiary of such parent unless and until such transferee ceases to be
a parent or wholly-owned subsidiary of the Initial Holder or a wholly-owned subsidiary of such parent, or (5) the spouse of such
Initial Holder, in each case, shall not result in such conversion or (B) any bona fide pledge by the Initial Holder to any financial
institution in connection with a borrowing shall not result in such conversion; and provided, further, that in the event any Transfer
shall not give rise to automatic conversion hereunder, then any subsequent Transfer by the holder (other than any such Transfer
by such holder to a nominee of such holder (without any change in beneficial ownership)) or the pledgor, as the case may be, shall
be subject to automatic conversion upon the terms and conditions set forth herein.
(c) The
one-to-one conversion ratio for the conversion of the Series C Preferred Stock into Common Stock in accordance with Section 6(a)
and 6(b) shall in all events be equitably adjusted in the event of any recapitalization of the Corporation by means of a stock
dividend on, or a stock split or combination of, outstanding Common Stock or Series C Preferred Stock, or in the event of any merger,
consolidation or other reorganization of the Corporation with another corporation.
7. No
Impairment. The Corporation will not, by amendment of its Articles or through any reorganization, recapitalization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times
in good faith assist in the carrying out of all the provisions of this Section 7 and in the taking of all such action as may be
necessary or appropriate in order to protect the Conversion Rights of the holders of the Series C Preferred Stock against impairment.
8. Notices
of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution,
any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property,
or to receive any other right, the Corporation shall mail to each holder of Series C Preferred Stock, at least 20 days prior to
the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend, distribution or right.
9. Reservation
of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series C Preferred Stock
such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding
shares of the Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of the Series C Preferred Stock, in addition to such other
remedies as shall be available to the holder of such Series C Preferred Stock, the Corporation will take such corporate action
as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number
of shares as shall be sufficient for such purposes.
10. Notices.
Any notice required by the provisions of Section 6 to be given to the holders of shares of Series C Preferred Stock shall be deemed
given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at the holder’s address
appearing on the books of the Corporation.
11. No
Fractional Shares and Certificate as to Adjustments.
(a) No
fractional shares shall be issued upon conversion of the Series C Preferred Stock, and the number of shares of Common Stock to
be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall
be determined on the basis of the total number of shares of Series C Preferred Stock that the holder is at the time converting
into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
(b) Upon
the occurrence of each adjustment or readjustment of the Conversion Price of Series C Preferred Stock pursuant to this Section
11, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof
and prepare and furnish to each holder of Series C Preferred Stock a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request
at any time of any holder of Series C Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting
forth (A) such adjustment and readjustment, (B) the Conversion Price at the time in effect, and (C) the number of shares of Common
Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of Series C
Preferred Stock.
12. Voting
Rights. Except as otherwise provided herein or by law, the holders of shares of Series C Preferred Stock shall have the following
voting rights:
(a) Each
holder of Series C Preferred Stock shall be entitled to fifty (50) votes for each share of Series C Preferred Stock held as of
the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. Except
as otherwise provided herein or by the Nevada Revised Statues, the holders of Common Stock and the holders of Series C Preferred
Stock shall at all times vote on all matters (including the election of directors) together as one class.
(b) The
holders of Series C Preferred Stock shall have no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.
IN WITNESS WHEREOF, the undersigned
has executed this Amended and Restated Certificate of Designation as of the date set forth below.
| Date: July ____, 2015 |
/s/ Mark Bradley |
| |
Mark Bradley |
| |
Chief Executive Officer |
Exhibit 10.1
EMPLOYMENT AGREEMENT
CEO and President
Between
Mark Bradley Feldgreber
And
The Players Network
July 17, 2015
THE PLAYERS NETWORK
EMPLOYMENT AGREEMENT
CEO and Chairman, Players Networks
THIS EMPLOYMENT
AGREEMENT (this "Agreement") is made as of July 17, 2015 by and between Mark Bradley Feldgreber ("Employee")
and The Players Network, a Nevada corporation ("Employer"or the “Company”).
WHEREAS, Employee
is the founder and a major continuing creative force within Employer and essential to its growth and development.
WHEREAS, Employee's
abilities and services are unique and essential to the prospects of Employer.
A G R E E M E
N T
NOW, THEREFORE,
in consideration of the mutual covenants set forth below, the parties hereby agree as follows.
Section 1. Employment.
1.1 Term.
Employer shall employ Employee, and Employee shall serve Employer for approximately five (5) years and six (6) months commencing
on July 1, 2015, subject to the provisions set forth below.
1.2 Duties.
(a) Capacity.
So long as he is employed by Employer, Employee shall be employed as CEO and Chairman of the Board of Players Network in Las Vegas
and will be an employee of the Employer at all times during the term of this Agreement. Employer and Employee acknowledge and agree
that Employee’s position is the Chief Executive Officer and shall be entitled to the rights and benefits that are afforded
to the responsibilities of Chief Executive Officer. Employee will report directly to the Company’s Board of Directors. Employee
will also serve as a member of the Board of Directors as allowed by the SEC to represent a member from the Company’s day
to day operations.
The duties and corresponding
authority would include, but are not limited to, maintaining the Company’s public status within the legal guidelines of the
Security and Exchange Commission, overseeing the overall direction of Company growth through financing, business development, strategic
positioning, distribution partners, branding, day to day operations, creation of new entertainment industry programming, the acquisition
of programming, co-productions and the outsource production services of the Company’s soundstage and production capabilities
with a focused direction to increase the Company’s revenue and share holder value.
Day to day operational
duties include, but not be limited to, having the final approval in the negotiations of all major contracts, hiring of management
and other employees, the creative and business direction of the company, and, working directly with the Company’s legal counsel,
auditors, and other senior management, consultants and producers. In the exercise of his duties, Employee will comply with all
policies and procedures of the Employer as its relates to hiring and discharging employees that directly or indirectly report to
Employee. He will also provide input regarding compensation including raises and bonuses for senior management employees to the
Board of Directors or its compensation committee as directed and required by compensation policies established by the Board of
Directors.
(b) Schedule.
So long as he is employed by Employer, Employee shall devote the majority of Employee’s working time and attention, as necessary,
to faithfully and fully carryout his duties described herein; provided, however, Employee may (i) serve as a Director of other
business organizations with the prior written approval of Employer, (ii) devote time to and invest in non-competing side activities,
provided that such activities do not individually or in the aggregate interfere with his duties so as to adversely affect Employer's
business. Employee shall at all times perform his duties and obligations faithfully, diligently and to the best of Employee's ability.
(c) Key Man
Insurance. Employer may for its benefit and at its own expense insure Employee's life. Employee agrees to submit to such
physical examination and supply such information as may be reasonably required in connection therewith.
1.3 Compensation.
As compensation for the services to be rendered during such period and the other obligations undertaken by Employee hereunder,
Employee shall be entitled to the following compensation:
(a) Base Salary.
Employer shall pay to Employee an annual base salary of One Hundred and Seventy-Five Thousand Dollars ($175,000) during the
term of this Agreement (the "Base Salary") or such greater amount as may be determined upon a review of Employee's
performance to be undertaken pursuant to Company policy regarding performance reviews by the Board of Directors at least once annually.
Employee's Base Salary shall be payable in accordance with Employer's standard payroll procedures.
(b) Trading
Price. “Trading Price” means, for any security as of any date, the closing price on the Over-The-Counter Bulletin
Board, or applicable trading market {the “OTCBB”} as reported by a reliable reporting service (“Reporting Service”).
(i)
In the event the Board of Directors determines that the Company cannot afford to pay Employee any portion of his Base Salary, Employee
may, at his sole option elect one of the following:
(ii) Agree to
defer receipt of his Base Salary until such time as the Company has the funds to pay him. In the event that Employee elects this
option, the unpaid salary shall be paid with no interest.
(iii) Elect to
convert all, or a portion of the unpaid Salary into Series C Preferred Stock at an exchange rate equal to the Closing Trading Price
of the Company’s Common Stock on the date immediately preceding each election. Upon election, the certificates must be issued
within five (5) business days, and the election cannot be revoked for any reason whatsoever without forfeiture of the unpaid salary.
(c) Certain
Benefits. Employee shall be entitled to participate in all employee benefit programs established by the Company from time
to time for employees or executives of Employer to the extent that executives or senior management employees of Employer generally
are eligible to participate in such programs. Employee shall be further entitled to an annual paid vacation of four (4) weeks and
other benefits in accordance with Employer's policies as from time to time established by the Company or the Employer's Board of
Directors (the "Board") for employees and/or senior executive officers and the following: (i) full medical, dental
and vision insurance plans for Employee and his immediate family; (ii) cell phone and other communication device acquisition and
operating expenses; (iii) Membership at the Foundation Room or an equivalent business club.
(i) It is understood
that payment of all the above benefits are contingent on the Company’s ability to afford such benefits. At such time as the
Company can afford such benefits, Employee will not be eligible for any retroactive compensation for benefits.
(d) Annual Performance
Bonus. Employer shall pay Employee an annual bonus, subject to meeting mutually agreed upon annual performance criteria
mutually established by Employer and Employee.
(e) Reimbursement
of Expenses. Subject to such rules and procedures which from time to time are reasonably specified by the Employer, Employer
shall reimburse Employee for reasonable and necessary business expenses incurred in the performance of Employee's duties under
this Agreement, including without limitation travel, entertainment, gifts and promotional expenses. In many cases the Employee’s
expenses will be charged directly to the Company’s corporate credit card.
(f) Severance
Compensation for Termination Without Cause. In the event that Employee's employment is terminated by Employer for any reason
(other than as a result of the termination of this Agreement pursuant to Sections 3.1 or 3.2) or terminated by Employee
as a result of a material breach of this Agreement by Employer (any of the foregoing, an "Involuntary Termination"),
Employee shall be entitled to continue to receive his Base Salary and all benefits, including but not limited to automobile and
Employee and family health insurance for the remainder of the Term of this Agreement as if the Agreement had not been terminated.
In addition, Employee shall receive from Employer, on the effective date of the Involuntary Termination, a lump sum amount equal
to two times the Employee's then current Base Salary. Further, all stock options that Employee would be eligible though the natural
term of this Agreement will immediately become fully vested. In the event Employee or his family is ineligible under the terms
of any insurance to continue to be covered, the Company shall provide Employee and Employee's family with substantially equivalent
coverage through other sources or will provide Employee with a lump sum payment equal to the agreed upon value of the continuation
of such insurance coverage to which Employee is entitled under this Section 1.3(d).
(h) Most Favored
Nations Benefits; Incentive Stock Option Plan. Employee shall participate in all stock, option, and other executive pools
and programs offered to any other executive officers or employees of Employer or any of its divisions or subsidiaries.
Section 2. Nondisclosure
and Noncompetition.
2.1 Nondisclosure.
Employee recognizes the interests of Employer in maintaining the confidential nature of its proprietary and other business and
commercial information. In consideration thereof, Employee shall not (except as authorized in writing by Employer or in the ordinary
and normal course of performing his duties hereunder) during his employment hereunder and for a period ending one (1) year after
the date Employee's employment is terminated for any reason, directly or indirectly, publish, disclose or use, or authorize anyone
else to publish, disclose or use, any secret or confidential matter, or proprietary or other information not otherwise available
in the public domain and acquired by Employee during his employment hereunder or through representation on Employer's Board, relating
to any aspect of the operations, activities, or obligations of Employer, including, without limitation, any confidential material
or information relating to Employer's business, customers, suppliers, trade or industrial practices, trade secrets, technology,
know-how or intellectual property. All records, files, data, documents and the like relating to suppliers, customers, costs, prices,
systems, methods, personnel, equipment and other materials relating to Employer shall be and remain the sole property of Employer.
Upon termination of Employee's employment hereunder, Employee shall not remove from Employer's premises or retain any of the materials
described in this Section 2.1, except with the prior written consent of Employer and all such materials in Employee's possession
shall be delivered promptly to Employer. Employer hereby agrees and acknowledges that in event that Employee is terminated for
an Involuntary Termination then the provisions of this entire Section 2 shall immediately terminate in its entirety.
2.2 Noncompetition.
Employee covenants and agrees that, except for activities which are expressly permitted by Section 1.2(b):
(a) So long
as he is employed by Employer, Employee shall not, without the prior written consent of Employer, directly or indirectly, as an
employee, employer, agent, principal, proprietor, partner, stockholder, consultant, director, or corporate officer, engage in any
business that is in competition with the business of Employer.
(b) If the
scope of any restrictions contained in subparagraph (a) is too broad to permit enforcement of such restrictions to their full extent,
then such restrictions shall be enforced to the maximum extent permitted by law, and Employee hereby consents and agrees that such
scope may be judicially modified accordingly in any proceeding brought to enforce such restrictions.
2.3 Specific
Performance. Employee acknowledges and agrees that Employer's remedies at law for a breach or threatened breach of any
of the provisions of this Section 2 would be inadequate and, in recognition of this fact, Employee agrees that in the event
of such a breach or threatened breach, in addition to any remedies at law, Employer, without posting any bond, shall be entitled
to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction
or any other equitable remedy which may then be available.
Section 3.
Termination.
3.1 Death.
This Agreement shall terminate upon Employee's death. In the event of Employee's death while in the employ of Employer, Employer
shall pay to the such person or persons as the Employee may specifically designate (successively or contingently) by filing a written
beneficiary designation with Employer during Employee's lifetime ("Designated Beneficiaries") 100% of Employee's
Base Salary as in effect immediately prior to Employee's death, payable to Employee's Designated Beneficiaries at the beginning
of each month for a period of Twelve (12) months following Employee's death.
3.2 Cause.
Employer shall have the right to terminate this Agreement and Employee's employment hereunder for cause upon written notice to
Employee. The term "cause" shall mean Employee must have (i) been willful, gross or persistent in Employee's inattention
to Employee's duties or Employee committed acts which constitute willful or gross misconduct and, after written notice of the same
has been given to Employee and he has been given an opportunity to cure the same within thirty (30) days after such notice; or
(ii) committed fraud against the Company. If Employee's employment is terminated for cause, as defined above and Employee does
not consent to such termination, such termination shall not be considered effective and Employee's rights under this Agreement
during the Term of Employment shall continue until the existence of such cause has been determined by an independent arbitrator
appointed by the American Arbitration Association and either party's rights to petition a court of law for a decision in the matter
have been exhausted. In connection with the appointment of an arbitrator, both parties agree to submit the question to final and
binding arbitration by an appointee of the American Arbitration Association and to cooperate with the arbitrator, with all costs
of arbitration paid by the Employer.
Section 4.
Indemnification of Employee. Employer shall defend and indemnify Employee at Employer's sole expense to the full extent
of Nevada law with respect to all claims, causes of action and adversarial proceedings of every nature to which Employee is or
may become subjected in his role as an Officer or Director of Employer and Employee shall have the right to select his own counsel.
Employer's indemnification duty shall survive the termination or expiration of this Agreement. In the event that Employer elects
to change coverage or carriers for its Directors and Officers insurance (“D & O Insurance”), Employer shall
notify Employee of such change and arrange to purchase, at a minimum, a five-year tail policy for such former insurance policy
at the sole expense of Employer and deliver evidence of such tail policy to Employee within five (5) days after termination of
Employer’s existing D & O Insurance. Section.
5. Miscellaneous.
5.1 Amendment.
This Agreement may be amended only in writing executed by the parties hereto, which has been approved in advance by a majority
of the disinterested members of the Board.
5.2 Expenses.
Employer shall pay or reimburse Employee for all costs and expenses, including court costs and reasonable attorney's fees, incurred
by Employee as a result of any claim, action or proceeding arising out of, or challenging the validity or enforceability of this
Agreement or any provision hereof.
5.3 Mitigation.
In the event of a termination of Employee's employment for any reason, Employee shall not be required to seek other employment.
In addition, no amount payable under this Agreement shall be reduced by any compensation earned by Employee as a result of employment
by another employer after such termination of employment with Employer.
5.4 Entire Agreement.
This Agreement and the other agreements expressly referred to herein set forth the entire understanding of the parties hereto regarding
the subject matter hereof and supersede all prior contracts, agreements, arrangements, communications, discussions, representations
and warranties, whether oral or written, between the parties regarding the subject matter hereof.
55 Notices.
Any notice, request, consent and other communication required or permitted hereunder shall be in writing and shall be deemed to
have been duly given upon the earlier of receipt or five (5) days after being sent by registered or certified mail, return receipt
requested, postage prepaid, to the parties, and to the persons to whom copies shall be sent, at their respective addresses set
forth below.
| | If to Employer: | The
Players Network |
| | | 1771 E. Flamingo, Suite 202A
Las Vegas, Nevada 89119
|
| | Attention: Board of Directors |
| | | |
| | If
to Employee: | Mark Bradley Feldgreber |
| | | 5243
Sunny Beach Lane
|
| | | Las Vegas, Nevada 89118 |
Any party by written notice to the other
party given in accordance with this Section may change the address or the persons to whom notices or copies thereof shall be directed.
5.6 Successors
. This Agreement shall bind and inure to the benefit of the successors, heirs and personal representatives of each of the
parties hereto.
5.7 Governing
Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada. All
parties agree that venue for any and all claims arising from the Agreement shall be located in the state or federal courts located
in Clark County, Nevada.
5.8 Severability.
If any provision of this Agreement shall be adjudicated to be, in whole or in part, invalid, ineffective or unenforceable, the
remaining provisions of this Agreement shall not be affected thereby. The invalid, ineffective and unenforceable provision shall,
without further action by the parties, be automatically amended to effect so much of the original purpose and intent of the invalid,
ineffective or unenforceable provision; provided, however, that such amendment shall apply only with respect to the operation of
such provision in the particular jurisdiction with respect to which such adjudication is made.
5.9 Waivers.
Any waiver by any party of any violation, breach, or default under any provision of this Agreement, by the other party shall not
be construed as, or constitute, a continuing waiver of such provisions, or waiver of any other violation, breach or default under
any other provision of this Agreement.
5.10 Headings.
The headings in this Agreement are solely for convenience of reference and shall not be given any effect in the construction or
interpretation of this Agreement.
5.11 Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which
together will constitute one and the same Agreement.
5.12 Enforcement.
In the event that either party resorts to legal action to enforce the terms and provisions of this Agreement, the prevailing party
shall be entitled to recover from the nonprevailing party the costs of such action so incurred, including, without limitation,
reasonable attorneys' fees.
5.13 Legal
Representation Employee acknowledges and agrees that he has read and understands the terms set forth in this Agreement
and has been given a reasonable opportunity to consult with an attorney prior to execution of this Agreement.
IN WITNESS WHEREOF,
the parties hereto have executed this Employment Agreement as of the date first above written.
THE PLAYERS NETWORK, Inc.
| By |
|
|
|
| |
Secretary: Board of Directors |
|
Approved At Board Meeting |
| |
|
|
Held on July 17, 2015 |
Accepted:
| By: |
|
|
|
| |
Mark Bradley Feldgreber |
|
Date |
| |
|
|
|
Exhibit 10.2
Termination of Employment Agreement
In consideration for the parties’
entry into that certain Employment Agreement between Players Network and Mark Bradley Feldgreber dated July 17, 2015, Players Network
and Mark Bradley Feldgreber hereby agree that, effective as of July 1, 2015, that certain Employment Agreement dated September
1, 2010 (the “2010 Agreement”), between Players Network and Mark Bradley Feldgreber is hereby terminated. Neither party
to the 2010 Agreement shall have any continuing obligations thereunder, except that any amounts due by Players Network to Mark
Bradley Feldgreber pursuant to the 2010 Agreement as of the date hereof shall continue to be due and owing by Players Network to
Mark Bradley Feldgreber.
| |
|
PLAYERS NETWORK |
| |
|
|
| Dated: July 17, 2015 |
By: |
|
| |
Name: |
|
| |
Title: |
|
| |
|
|
| |
/s/ Mark Bradley Feldgreber |
| Dated: July 17, 2015 |
Mark Bradley Feldgreber |