Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Alex Talyanker, Principal Engineer
The Company has recently shifted its emphasis to healthcare information technology and as such has used both internal and external resources to design and develop its software and systems products and services offerings. In order to better organize these efforts the Company has interviewed a number of contracting firms and individuals to manage the overall process and on June 28, 2018 the Company hired Mr. Alex Talyanker to accomplish this task. The board of directors hired Mr. Talyanker as Principal Engineer in a part time capacity until workload may require he be made a full-time employee. There is a formal employment contract with Mr. Talyanker dated July 1, 2018, whereby he will serve in this position at the will of the board of directors, which is attached to this filing as Exhibit 10.3 herein (the “Employment Agreement”).
Mr. Talyanker is an experienced Senior Software Engineer and Systems Architect with extensive experience with NET developing, MVC, LINQ, Web development with HTML 5, CSS, JQuery, BOOTSTRAP, KNOCKOUT, ANGULAR, Web Services Development including WCF, WebAPI, SQL server development, ORACLE Development, Application Architecture setup, Data Modelling and database design. His education and training is in VisualBasic Programming at National Radio Institute, Washington, DC. And M.S., Engineering & Computer Science at Polytechnical University, Odessa, Ukraine.
Compensation
Pursuant to the Employment Agreement, Mr. Talyanker shall be paid on an hourly basis at a rate of $70.00 per hour with weekly reporting and time card tracking. In addition, Mr. Talyanker shall be entitled to a potential performance bonus in an amount to be decided by the board of directors and, subject to the board of directors’ approval. Mr. Talyanker agrees that compensation will accrue from the Commencement Date (as defined in the Employment Agreement). Mr. Talyanker may receive certain grants of restricted Common Stock, and such grants may be subject to certain vesting, or reverse vesting, conditions, including, but not limited to the tenure of Mr. Talyanker, or achievement of certain objectives, as further described under the terms as noted below:
In accordance with the Employment Agreement, the Company granted Mr. Talyanker 250,000 shares of Restricted Common Stock of the Company (collectively, the “Restricted Stock”) pursuant to reverse vesting terms. The restricted common stock granted pursuant to the award shall be immediately issued in an escrow account with the name of Mr. Talyanker and released as reverse vesting expires. Any unearned Restricted Stock granted shall be cancelled in the event Mr. Talyanker is terminated by the Company.
Terms and Conditions of Vesting Schedule under the Employment Agreement is as follows:
a) 25,000 restricted shares once Mr. Talyanker has been with the Company for 90 days from the effective date of this agreement;
b) 50,000 restricted stock shares once the Mr. Talyanker hascompleted an acceptable initial design of Simple HIPAA for Vets & Pets;
c) 50,000 restricted stock shares once Mr. Talyanker has successfully installed the first two (2) vet versions of Simple HIPAA for Vets and Pets at client sites and they have operated for 60 continuous days;
b) 50,000 restricted stock shares once Mr. Talyanker completed an acceptable initial design of Simple HIPAA for Humans;
c) 50,000 restricted stock shares once Mr. Talyanker has successfully installed the first two (2) vet versions of Simple HIPAA for Humans at client sites and they have operated for 60 continuous days;
d) 25,000 restricted stock shares once Mr. Talyanker completes training and certification on: a) MS .NET Core 2.0, including new API libraries, b) Python, c) Java Script, or d) three (3) other technologies as approved by the board of directors. Any out of pocket costs for this training shall be reimbursed by the Company;
f) In the event of a change in control of the Company, any remaining unvested shares will immediately vest upon change of control of the Company.
We expect the expense associated with Mr. Talyanker, and those incurred from contractors involved with the process, to be expensed and capitalized on the Company's balance sheet in accordance with the applicable accounting standards.