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
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Date of Report (Date of Earliest Event Reported):
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October 8, 2015
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VIASPACE Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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333-110680
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76-0742386
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(State or other jurisdiction
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_____________
(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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382 N. Lemon Ave., Ste. 364, Walnut, California
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91789
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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626-768-3360
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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:
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement.
Employment Agreement
The Registrant entered into an Employment Agreement (the "Agreement") on October 8, 2015, with Dr. Carl Kukkonen, CTO. The Agreement is effective for the period from October 1, 2015 through September 30, 2016. Dr. Kukkonen will be paid $120,000 annually.
Additionally, Dr. Kukkonen will be awarded a bonus of 10% of the gross revenue generated by the Company up to a maximum of $100,000. Dr. Kukkonen will also be purchasing $3,000 per month worth of Registrant unregistered common shares at a price equal to 20% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the purchase date.
The Agreement is attached hereto as Exhibit 10.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 9, 2015, pursuant to an Employment Agreement entered into on July 10, 2015, between the Registrant and Mr. Haris Basit, CEO, the Registrant issued 18,750,000 non-qualified stock options out of its existing stock plan to Mr. Basit. The stock options will vest immediately and were issued at $0.004 per share which represents fair market value on the date of grant.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
10.1 Kukkonen Employment Agreement dated October 8, 2015.
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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VIASPACE Inc.
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October 14, 2015
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By:
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Stephen J. Muzi
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Name: Stephen J. Muzi
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Title: Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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10.1
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Kukkonen Employment Agreement dated October 8, 2015.
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Ex. 10.1
Employment Agreement
This Employment Agreement (the Agreement), entered into this 8th day of October, 2015, between
VIASPACE Inc., a Nevada corporation (the Company), and Carl Kukkonen (the Employee),
Witnesseth That:
Whereas, the parties hereto desire to enter into this Agreement to define and set forth the
terms and conditions of the employment of the Employee by the Company;
Now, Therefore, in consideration of the mutual covenants and Agreements set forth below, it is
hereby covenanted and agreed by the Company and the Employee as follows:
1. Position; Employment Period
The Company hereby employs the Employee as its Chief Technology Officer, and the Employee hereby
agrees to serve in such capacity, for the period beginning October 1, 2015, and ending on September
30, 2016 (the Employment Period).
2. Performance of Duties
The Employee agrees that during the Employment Period he shall devote his full business time to the
business affairs of the Company and shall perform his duties faithfully and efficiently subject to
the direction of the Chairman of the Board of the Company and the Chief Executive Officer; provided
that the foregoing shall not limit or prevent the Employee from serving on the board of directors
of charitable organizations or other business corporations not in competition with the Company. The
Employee shall not be assigned duties and responsibilities that are not generally within the scope
and character associated or required of other employees of similar rank and position.
3. Compensation
(a) Subject to the following provisions of this Agreement, during the Employment Period the
Employee shall be compensated for his services as follows:
(b) Salary. Employee shall receive an annual salary, payable monthly, in an amount
which shall initially be $120,000 per annum, subject to such increases as may from time to
time be determined by the Chairman of the Board of the Company.
(c) Bonus. In addition to the Base Compensation, during the Employment Term,
Employee shall be entitled to such bonuses as may from time to time be determined by the
Board. For the Employment Period, Employee will be awarded a bonus of 10% of the gross
revenue generated by the Company. This bonus will be paid within 10 days of the receipt of
funds. The total bonus available to Employee is capped at $100,000 during the Employment
Period.
(d) Benefits. Company will pay for Employees medical and dental insurance under
the Companys medical and dental family insurance plan. If Employee has medical and dental
family plan independent of Company plan, Employee will be reimbursed for costs paid under
independent plan.
(e) Vacation and Personal Leave. Employee shall be entitled to twenty (20) paid
time off days for each twelve (12) consecutive calendar monthly period during the
Employment Period, to be taken in accordance with the vacation accrual schedule, if any,
and carried over only to the extent set forth or otherwise permitted in Companys personnel
policies or employee handbook.
(f) Reimbursement of Company Business Expenses. Company shall within thirty (30)
days of its receipt from Employee of supporting receipts, to the extent required by
applicable income tax regulations and Companys reimbursement policies, reimburse Employee
for all out-of-pocket business expenses reasonably and actually incurred by Employee in
connection with his employment hereunder including Employees cell phone and internet
charges. Board approval shall be required for any single expense exceeding $10,000 or for
expenses exceeding in the aggregate annually $120,000. Reimbursement of any and all
Business Expenses is conditioned on Employee submitting his request to Company for
reimbursement and supporting substantiation within ninety (90) days of the date on which
any such expenses shall have been incurred.
(g) Employee will purchase $3,000 per month of VIASPACE stock at the same terms given to
Chairman Dr. Kevin Schewe, on the date of his most recent purchase of VIASPACE stock.
Employee will use the net after-tax proceeds of his bonus to purchase additional VIASPACE
stock on the same terms.
(h) Employee is willing to continue serving on the Board of Directors with the same
compensation given to external board members.
4. Disability
Subject to the provisions of paragraph 8, if the Employees employment is terminated during the
Employment Period by reason of his Disability (as defined below), the Employee shall continue to
receive an annual salary and benefits in accordance with paragraphs 3(a) and 3(b) through the end
of the full calendar month of such disability but not in any event beyond the end of the Employment
Period.
For purposes of this Agreement the term Disability means a physical or mental disability which
renders the Employee incapable of performing his duties under this Agreement and which disability
has existed for at least one month, as determined by an independent physician selected by the
Company and agreed to by the Employee. Any salary payments to the Employee shall be reduced by the
amount of any benefits paid for the same period of time under the Companys disability insurance
programs.
5. Competing Businesses
During the period of his employment under this Agreement, the Employee shall not be employed by or
otherwise engage in or be interested in any business in competition with the Company, or with any
of its subsidiaries or affiliates.
6. Confidentiality
During and after the Employment Period, the Employee will not divulge or appropriate to his own use
or to the use of others, in competition with the Company, any secret or confidential information or
knowledge pertaining to the business of the Company, or of any of its subsidiaries, obtained by him
in any way while he was employed by the Company or by any of its subsidiaries.
7. Remedies
If at any time the Employee violates to a material extent any of the covenants or Agreements set
forth in paragraphs 5 and 6, the Company shall have the right to terminate all of its obligations
to make further payments under this Agreement. The Employee acknowledges that the Company would be
irreparably injured by a violation of paragraph 5 or 6 and agrees that the Company shall be
entitled to an injunction restraining the Employee from any actual or threatened breach of
paragraph 5 or 6 or to any other appropriate equitable remedy without any bond or other security
being required.
8. Amendment and Termination
This Agreement may be amended or cancelled by mutual Agreement of the parties without the consent
of any other person and, so long as the Employee lives, no person, other than the parties hereto,
shall have any rights under or interest in this Agreement or the subject matter hereof The
Employment Period shall terminate as of the earliest of:
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The last day of the month in which the date of the Employees death occurs; or the date
on which the Company gives notice to the Employee if such termination is for Cause or
Disability. |
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For purposes of this Agreement, Cause means the Employees gross misconduct resulting
in material damage to the Company or willful and material breach of this Agreement. |
9. Notices
Any notice required or permitted to be given under this Agreement shall be sufficient if in writing
and if sent by registered mail to the Company at its principal Employee offices or to the Employee
at the last address filed by him in writing with the Company, as the case may be.
10. Non-Assignment
The interests of the Employee under this Agreement are not subject to the claims of his creditors
and may not be voluntarily or involuntarily assigned, alienated or encumbered.
11. Successors
This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors
and assigns and upon any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Companys assets and business.
12. Applicable Law
The provisions of this Agreement shall be construed in accordance with the laws of the State of
California.
13. Counterparts
The Agreement may be executed in two or more counterparts, any one of which shall be deemed the
original without reference to the others.
IN WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has caused these
presents to be executed in its name and on its behalf, all as of the day and year first above
written.
/S/ CARL KUKKONEN
Carl Kukkonen
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VIASPACE Inc. |
By:
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/S/ KEVIN SCHEWE |
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Kevin Schewe, Chairman VIASPACE Board of Directors |
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