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 November 18, 2016 (the “Effective Date”), MusclePharm
Corporation (the “Company”) entered into an Amended and Restated Executive Employment Agreement with Ryan Drexler (the
“Agreement”), pursuant to which Mr. Drexler agreed to continue to serve as the Executive Chairman of the Board of Directors
of the Company, and will also serve as President and Chief Executive Officer of the Company. Mr. Drexler, age 45, has served as
the Executive Chairman of the Company’s Board of Directors since August 26, 2015, and has served as interim Chief Executive
Officer and President of the Company since March 15, 2016. He is currently, and is expected to remain, the Chief Executive Officer
of Consac, LLC, a privately held firm that invests in the securities of publicly traded and venture-stage companies. Previously,
Mr. Drexler served as President of Country Life Vitamins, a family owned nutritional supplements and natural products company he
joined in 1993. In addition to developing strategic objectives and overseeing acquisitions for Country Life Vitamins, Mr. Drexler
created new brands that include the BioChem family of sports and fitness nutrition products. Mr. Drexler negotiated and led the
process which resulted in the sale of Country Life Vitamins in 2007 to the Japanese conglomerate Kikkoman Corp. Mr. Drexler graduated
from Northeastern University, where he earned a B.A. in political science.
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 $550,000.
Subject to approval by the Board of Directors of the Company, Mr. Drexler is entitled to a grant of 200,000 shares of restricted
stock, which will be granted under and subject to the terms and conditions of the Company’s 2015 Incentive Compensation Plan,
and will vest in full, subject to such terms and conditions, upon the first anniversary of the grant date. In addition, Mr. Drexler
is eligible to receive cash- and equity-based incentive bonuses of up to $1,350,000 in cash and 550,000 shares of restricted stock,
respectively, based upon the achievement of specified performance goals and a transaction bonus equal to between 5% and 10% of
the aggregate purchase price received upon a qualifying sale of the Company (as such terms are defined in the Agreement) for $150
million or more that is consummated on or prior to the third anniversary of the Effective Date (or the fifth anniversary as provided
for below). 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.
If Mr. Drexler’s employment is terminated for any reason,
each equity award granted to him will fully vest and he will be entitled to any unpaid transaction bonus and cash- and equity-based
performance bonuses, to the extent earned as of the date of such termination, in addition to any amounts required by law or Company
policy. In addition, if Mr. Drexler’s employment is terminated for any reason other than by the Company for cause or by Mr.
Drexler without good reason (as such terms are defined in the Agreement), Mr. Drexler will remain eligible to receive the transaction
bonus described above if a qualifying sale occurs prior to the fifth anniversary of the Effective Date, subject, in certain cases,
to his execution of a release of claims in favor of the Company and its affiliates.
Under the Agreement, Mr. Drexler has agreed to certain restrictions
on competition and 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 (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 does not
purport to be a complete description and is qualified in its entirety by reference to the agreement, which is attached hereto as
Exhibit 10.1 and is incorporated by reference in its entirety into this Item 5.02.