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
Date of Report (Date of earliest event reported): November 18, 2021
INDIA GLOBALIZATION
CAPITAL, INC.
(Exact name of registrant as specified in charter)
Maryland
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001-32830
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20-2760393
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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4336 Montgomery Ave.,
Bethesda, Maryland 20814
(Address of principal executive
offices) (Zip Code)
(301) 983-0998
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2.
below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.0001 par value
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IGC
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NYSE American
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1934
(§240.12b-2 of this chapter)
Emerging growth company ☐.
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01
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Entry into a Material Definitive Agreement.
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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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Chief Executive Officer Employment Agreement
On November 18, 2021, India Globalization Capital Inc. (“IGC” or
the “Company”) entered into an employment agreement with the
Company’s Executive Chairman and Chief Executive Officer, Mr. Ram
Mukunda (“Mr. Mukunda” or “Executive”) (the “CEO Employment
Agreement”). The CEO Employment Agreement has an initial five-year
term and will automatically renew for an additional 12-month term
at the end of the initial five-year term and each subsequent
one-year anniversary thereafter, unless terminated by the Company
or Mr. Mukunda pursuant to its terms.
The CEO Employment Agreement provides for an annual base salary of
$360,000, which is consistent with Mr. Mukunda’s current annual
base salary and is subject to annual review by the Board. In
addition, under the CEO Employment Agreement, Mr. Mukunda is
eligible for an annual bonus and an annual grant of shares or
options under the Employer’s 2018 Omnibus Incentive Plan, as
modified or revised, (the “Plan”), and/or under shares approved by
the shareholders as special grants from time to time with vesting
as determined by an award agreement and the Compensation Committee
and approved by the Board of the Employer. As soon as practicable
after the execution of this Agreement, Mr. Mukunda shall receive an
equity award consistent with the terms for the equity grant as set
out by the Board and governed by the Plan and shall contain a
clawback provision consistent with IGC’s Clawback Policy.
Mr. Mukunda will be entitled to participate in all executive
benefit plans maintained by Employer on substantially the same
terms and conditions as other executives of the Company, including
at least eight (8) days paid sick leave per year, twenty (20) days
paid vacation per year, and all other holiday and leave, provided,
that such time off be taken in accordance with IGC’s standard time
off policies applicable to all other executives. Only vacation days
not used in a twelve (12) month period will accrue and carry over
to subsequent years and Mr. Mukunda will be eligible for vacation
leave accrual payout upon termination.
The CEO Employment Agreement also provides that the Company must
reimburse Mr. Mukunda for business expenses incurred in carrying
out his duties and responsibilities under the agreement. Also, the
Company will provide him with an automobile, plus gas and
maintenance expenses, to be used by him in connection with the
performance of his duties for Employer. Monthly lease payments, for
the Company, for such automobile shall not exceed $1,500. Mr.
Mukunda will reimburse the Company $175 per month for personal use
of the automobile. The Employer shall also provide the Executive
with indemnity to the fullest extent permitted by law,
reimbursement of business expenses, executive and personal
assistant, domestic help, driver, cook, life insurance, health
insurance, retirement benefits, deferred compensation, disability
insurance, travel insurance, directors and officers insurance, and
others as may be necessary from time to time.
At all times during his’s tenure as a director and/or officer of
Employer, Mr. Mukunda must retain ownership of not less than 35% of
the common stock he received upon first joining the board of
directors and not less than 35% of any common stock he receives
during his tenure on the board of directors; except that, the stock
ownership requirements will not apply where he transfers stock to a
personal trust or makes a gift of stock to a third-party.
Pursuant to the CEO Employment Agreement, if Mr. Mukunda resigns
for “good reason” or the Company terminates Mr. Mukunda’s
employment without “cause” or at the end of the term, does not
“renew” the CEO Employment Agreement on substantially the same
terms (in each case, as such term is defined in the CEO Employment
Agreement), then the Company must pay Mr. Mukunda (i) 1.5 times the
average of the total compensation, disclosed in the 10-K filed with
the SEC, calculated over the previous two 10-K filings prior to
termination date, with such payments to be made in eighteen equal
monthly installments beginning on the first pay period following
Executive’s delivery of the executed release; (ii) immediate
vesting of any equity awards under the Plan that would have vested
within twelve months of the termination date had Executive’s
employment not terminated; (iii) provided that Executive timely
elects and is eligible for COBRA coverage, reimbursement for the
Executive’s cost of COBRA premiums for health insurance
continuation coverage (to the extent such premiums exceed the
contributory cost for the same coverage that the Employer charges
active employees) for eighteen months or until his right to COBRA
continuation expires, whichever is shorter. (iv) The Company shall
continue, uninterruptedly, to cover the Executive with Directors
and Officers insurance (D&O) coverage, consistent with the
Employer’s policy and coverage of other directors, for a period of
10 years. The D&O coverage shall cover the years that the
Executive served as the Chief Executive Officer of the
Employer.
If Mr. Mukunda’s employment termination with “cause,”
“non-renewal,” or “good reason resignation” occurs either (a)
during a period of time when the Company is party to a fully
executed letter of intent or a definitive corporate transaction
agreement, the consummation of which would result in a “change in
control” terms (in each case, as such term is defined in the CEO
Employment Agreement) or (b) within twelve (12) months following
the change in control, then the severance payment shall be 2.99
times instead of 1.5 times and shall be payable in a single cash
lumpsum on the sixtieth day following Executive’s termination date
or the delivery of the executed release and all unvested equity
awards under the Plan shall vest immediately.
Executive may terminate his employment with the Company for any
reason (or no reason at all) at any time by giving Employer ninety
(90) days prior written notice of voluntary resignation.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
* Management contract or compensatory plan or arrangement.
** Certain schedules or similar attachments to this exhibit have
been omitted in accordance with Item 601(a)(5) of
Regulation S-K.
The registrant hereby agrees to furnish supplementally to the
Securities and Exchange Commission upon request a copy of
any omitted schedule or attachment to this exhibit.
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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INDIA GLOBALIZATION CAPITAL, INC.
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Dated: November 18, 2021
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By:
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/s/ Claudia Grimaldi
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Name: Claudia Grimaldi
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Title: Vice President and PFO
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