Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The following actions were approved by our Board of Directors by unanimous consent in accordance with the provisions of our Bylaws and Section 141(f) of the General Corporation Law of the State of Delaware (the “GCLD”) on February 10, 2022.
Effective February 4, 2022, which is the date of this Current Report, Paul LaPier resigned as our Executive Vice President of Finance and Secretary of the Company.
Also effective February 4, 2022, B. Todd Murcer was elected as our Executive Vice President and Secretary, and we entered into an Employment Agreement with Mr. Murcer that was effective January 24, 2022, and a copy of which is Exhibit 10.1 attached hereto and incorporated herein by reference and which is summarized below. Additionally, Jason N. Welch was elected as the President of IM Telecom, and we entered into an Employment Agreement with Mr. Welch dated February 2, 2022, which was effective February 14, 2022, a copy of which is Exhibit 10.2, also attached hereto and summarized below. See Section 9, Item 9.01, hereof.
B. Todd Murcer Employment Agreement
On January 24, 2022, we entered into an Employment Agreement with Mr. Murcer (the “Murcer Employment Agreement”), under which Mr. Murcer will serve as our Executive Vice President of Finance and Secretary of the Company, with customary duties applicable to these positions, and which are described in Exhibit A thereof. Under the Murcer Employment Agreement, Mr. Murcer will receive the following compensation: $18,750 per month base salary; and inclusion in our healthcare plan for employees, including medical, dental and vision, which coverage also includes his immediate family. The monthly base salary may be increased or decreased from time to time in the sole discretion of the Company, but in no event shall the monthly base salary be less than the amount stated in this section. Mr. Murcer entitled to four (4) weeks of paid vacation during each year of his employment in accordance to the Company’s vacation accrual policy as defined by our Company handbook; and he may also receive an annual bonus under the Company’s bonus program established by us and as approved by our Board of Directors each calendar year.
The Murcer Employment Agreement also contained customary termination, trade secret and dispute resolution clauses, among others.
Mr. Murcer was also awarded 350,000 stock options as of the effective date of Murcer Employment Agreement under the Company’s 2022 Form of Incentive Stock Option Agreement and its 2018 Incentive Stock Option Plan, at an exercise price determined by the closing public market price for our shares of common stock on the “OTCQB Tier” of the OTC Markets Group, LLC (the “OTC Markets”) on the effective date of the grant ($1.165 per share, the January 24, 2022, closing price), with the options vesting on the four (4) year anniversary date of the grant or 87,500 per year (the “ISO’s”).
The Murcer’s Employment Agreement also contained customary termination, trade secret and dispute resolution clauses, among others.
Mr. Murcer is 52 years of age. Prior to joining us, Mr. Murcer served as Executive Vice President, FP&A and Treasury of Lingo Communications, a provider of IP-based Cloud voice and data solutions, following its merger with Impact Telecom, Inc. (“Impact”) in 2018. In this key leadership position, he directed procedures and policies for the financial operations of the business and had responsibility for planning and implementing financial projections and reporting activities for the U.S. and its Canadian subsidiary, Vancouver Telephone Company, Limited. As owner of treasury operations, Mr. Murcer managed the use and sourcing of the company’s
cash and banking activities with additional oversight to credit and collections risk management. Mr. Murcer has been in the telecommunication industry for more than 20 years, and got his start with Matrix Telecom, Inc. (“Matrix”), a Platinum Equity portfolio company that ultimately divested to Impact. At Matrix, he helped the company grow annual revenues from $10 million to $400 million, serving in a number of business development and financial roles and leading teams through numerous M&A transactions. Mr. Murcer holds a B.S. in Economics from the University of Oklahoma and an M.S.M. from Boston University’s Brussels Graduate Center.
Jason N. Welch Employment Agreement
On February 2, 2022 (effective February 14, 2022), we entered into an Employment Agreement with Mr. Welch (the “Welch Employment Agreement”), under which Mr. Welch will serve as the President of IM Telecom, with customary duties applicable to this position, and which are described in Exhibit A thereof. Under the Welch Employment Agreement, Mr. Welch will receive the following compensation: $20,833.33 per month base salary; and inclusion in our healthcare plan for employees, including medical, dental and vision, which coverage also includes his immediate family. The monthly base salary may be increased or decreased from time to time in the sole discretion of the Company, but in no event shall the monthly base salary be less than the amount stated in this section. Mr. Welch is entitled to four (4) weeks of paid vacation during each year of his employment in accordance to the Company’s vacation accrual policy as defined by our Company handbook; and he may also receive an annual bonus under the Company’s bonus program established by us and as approved by our Board of Directors each calendar year.
The Welch Employment Agreement also contained customary termination, trade secret and dispute resolution clauses, among others.
Mr. Welch was also awarded 350,000 stock options as of the effective date of the Welch Employment Agreement under the Company’s 2022 Form of Incentive Stock Option Agreement and its 2018 Incentive Stock Option Plan, at an exercise price determined by the closing public market price for our shares of common stock on the “OTCQB Tier” of the OTC Markets Group, LLC (the “OTC Markets”) on the effective date of the grant ($1.04 per share, the February 14, 2022, closing price), with the options vesting on the four (4) year anniversary date of the grant or 87,500 per year (the “ISO’s”).
Mr. Welch is 51 years of age. Prior to joining us, Mr. Welch served as Chief Operations Officer of 46 Labs LLC, a provider of SaaS, voice and data solutions servicing large enterprise and communications providers internationally. In this key leadership position, he directed procedures and policies for the operations of the business and had responsibility for service delivery, customer care and vendor management. Prior to joining 46 Labs, Mr. Welch served as Executive Vice President of Impact Telecom, a Lingo Company. In this function, he provided oversight to carrier wholesale sales acquisition, product strategy, account management, agent channel management, vendor management, pricing, routing and business analytics. He successfully managed the growth of the carrier wholesale business unit to $40m+ in annual revenues, processing 18b+ voice minutes annually through hundreds of domestic and international carrier partnerships. Mr. Welch has been in the telecommunication industry for more than 25 years and has successfully served in management roles across companies such as Frontier Communications, Global Crossing, Telco Group Inc., KDDI Global, XO Communication and Impact Telecom.