| Item 1.01 |
Entry into a Material Definitive Agreement. |
Executive Employment Agreements
On June 9, 2022 (the “Effective Date”),
Vivakor, Inc. (the “Company”), pursuant to the approval of its Board of Directors (the “Board”), on the recommendation
of the Compensation Committee of the Board, entered into that certain executive employment agreement with each of Matthew Nicosia, Chief
Executive Officer, and Tyler Nelson, Chief Financial Officer (respectively, the “Nicosia Agreement” and the “Nelson
Agreement”, and collectively, the “Agreements”).
The Nicosia Agreement provides an annual base
salary of $375,000 (the “Nicosia Base Salary”), payable in equal installments and paid every two weeks. The Nicosia Base Salary
will increase by $100,000 upon the Company earning a total of at least $2,000,000 in Earnings before Interest, Taxes, Depreciation and
Amortization (“EBITDA”) minus (i) any unrealized gain (add back any unrealized loss) from marketable securities, (ii) stock
based compensation expense, and (iii) stock options issued for services (“Adjusted EBITDA”) during any calendar year, and
the Nicosia Base Salary will continue to increase in $100,000 increments for each additional $1,000,000 increase in EBITDA over $2,000,000
during the Term of this Agreement up to $675,000 at which time the Nicosia Base Salary will continue to increase in $20,000 increments
for each additional $1,000,000 increase in Adjusted EBITDA over $4,000,000. As an inducement to continue services going forward, Mr. Nicosia
shall receive a cash signing bonus of $125,000, which shall be paid in a lump sum amount within sixty (60) days after the Effective
Date. Pursuant to the Nicosia Agreement, Mr. Nicosia may resign at any time with or without Good Reason, as defined in the Nicosia Agreement.
The Company may terminate the Nicosia Agreement for cause (as defined therein) or with 30 days’ prior written notice.
The Nelson Agreement provides an annual base salary
of $350,000 (the “Nelson Base Salary”), payable in equal installments and paid every two weeks. The Nelson Base Salary will
increase by $100,000 upon the Company earning a total of at least $2,000,000 in Adjusted EBITDA during any calendar year, and the Nelson
Base Salary will continue to increase in $100,000 increments for each additional $1,000,000 increase in EBITDA over $2,000,000 during
the Term of this Agreement up to $650,000 at which time the Nelson Base Salary will continue to increase in $13,500 increments for each
additional $1,000,000 increase in Adjusted EBITDA over $4,000,000. As an inducement to continue services going forward, Mr. Nelson shall
receive a cash signing bonus of $100,000, which shall be paid in a lump sum amount within sixty (60) days after the Effective Date.
Pursuant to the Nelson Agreement, Mr. Nelson may resign at any time with or without Good Reason, as defined in the Nelson Agreement. The
Company may terminate the Nelson Agreement for cause (as defined therein) or with 30 days’ prior written notice.
Item 1.01 of this Current Report on Form
8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations
of the parties to the Nicosia Agreement and the Nelson Agreement, and such descriptions are qualified in their entirety by reference to
the full text of the Nicosia Agreement and the Nelson Agreement, copies of which are filed herewith as Exhibit 10.1 and 10.2.