Item 5.02 Departure of Directors or Certain Officers:
Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
| Item 5.02 (a) | Appointment of New Chief Executive Officer. |
As previously disclosed, on September 21, 2022, Kong
Hian Lee (aka Victor Lee) resigned from his position as Chief Executive Officer of the Company.
On September 21, 2022, the Company’s
board of directors appointed Jeffrey Max as the Company’s new Chief Executive Officer, effective immediately. Mr. Max will not
serve as a member of the Company’s board of directors.
Jeffrey Max, age 66,
is a seasoned technology CEO, investor and entrepreneur with more than three decades of experience in scaling technology organizations.
From 2019 to 2022,
Mr. Max was Chairman and CEO of Agile Space Industries, Inc., an in-space propulsion solutions provider, specializing in additively manufactured
hypergolic chemical systems. During Mr. Max’s tenure, Agile expanded into design and manufacturing, securing contracts to supply
thrusters for multiple NASA lunar lander missions. Under Mr. Max’s leadership, Agile grew from a team of 6 to over 60, and acquired
Tronix3D, a contract based additive manufacturer specializing in 3D printing of exotic metal alloys.
Since 2018, Mr. Max
has been Senior Advisor at The Liiv Group, an investment firm headquartered in New York City with portfolio companies providing media
production, marketing and advertising services.
Since 2016, Mr. Max
has been Managing Partner of La Plata Capital Partners LLC, a privately owned investment company.
From 2016 to 2019,
Mr. Max was CEO of Rezolve, Inc., a mobile commerce and mobile engagement firm. From 2014 to 2016, he was President of Powa Technologies,
Inc., a mobile commerce and e-commerce firm. From 2003 to 2014, Mr. Max was CEO of Venda, Inc., an ecommerce software as a service company.
Mr. Max is a director
of Orbital Assembly Corporation, an aviation and aerospace component manufacturer.
The Company entered into an Employment Agreement, dated September 21, 2022
(the “Employment Agreement”), with Mr. Max. The terms of the Employment Agreement are summarized below.
| Item 5.02(e) | Compensatory Arrangements of Certain Officers. |
The Employment Agreement provides for a three year term, subject to earlier
termination by the Company and Mr. Max as provided in the Employment Agreement.
The Employment Agreement provides that Mr. Max will receive an annual base
salary of $850,000 (“Base Salary”). A $500,000 portion of the Base Salary shall be initially deferred and bear interest at
an annual rate of 4%. Once the Company raises a minimum $10 million of new capital, then (i) the deferred salary and accrued interest
thereon will be paid in a lump sum and (ii) the Company will begin paying Mr. Max the full $850,000 Base Salary amount.
Mr. Max will also be eligible for an annual incentive bonus of up to 100%
of his Base Salary if the agreed bonus targets are achieved. The bonus performance objectives may include corporate, business unit or
division, financial, strategic, individual or other objectives established with respect to that particular fiscal year by the Company
in consultation with Mr. Max.
The Employment Agreement provides that Mr. Max is eligible to participate
in the Company’s standard benefit plans and programs. During the term of the Employment Agreement, the Company has agreed to reimburse
Mr. Max for any Medicare premiums paid by him for health care insurance coverage, including any additional funds needed to offset any
additional income taxes owed by Mr. Max with respect to such payments. Mr. Max will be provided the use of a corporate apartment for when
he is in the Denver, Colorado area. Mr. Max will also receive an automobile allowance of $4,800 per fiscal year.
As provided in the Employment Agreement, the Company has granted Mr. Max
an inducement grant of restricted stock units (“RSUs”) for an aggregate of 3,534,591 shares of Ascent’s common stock
on September 21, 2022. This RSU grant was agreed to as an inducement material to Mr. Max entering into employment with Ascent. The RSUs
were agreed to and granted in accordance with Nasdaq Listing Rule 5635(c)(4).
20% of the RSUs are fully vested upon grant. The remaining 80% of the RSUs
shall vest in equal monthly increments over the next thirty-six months. Any outstanding and unvested RSUs will accelerate and fully vest
upon the earlier of (i) a change of control and (ii) the termination of Mr. Max’s employment for any reason other than (x) by the
Company for cause or (y) by Mr. Max without good reason.
The RSUs shall be settled in eight equal increments on the last business
day of each calendar quarter beginning with the initial settlement date of September 30, 2024. Notwithstanding the foregoing, any RSUs
that are then outstanding and vested will be settled upon the earlier of outstanding and unvested RSUs will accelerate and fully vest
upon the earlier of (i) a change of control and (ii) the termination of Mr. Max’s employment for any reason other than (x) by the
Company for cause or (y) by Mr. Max without good reason. At the election of the Company or Mr. Max prior to each settlement date, the
RSUs shall be “net settled” and the Company shall retain such number of shares for sale on behalf of Mr. Max at a price equal
to the fair market value of the shares on the settlement date as will be sufficient for the payment of withholding tax liability to satisfy
obligation of Mr. Max upon settlement of any RSUs.
Under the Employment Agreement, if the Company terminates Mr. Max without
cause or Mr. Max terminates his employment for good reason or a change in control, Mr. Max will be entitled to receive (i) 12 months of
Base Salary, (ii) any incentive bonus amounts that have been earned but not yet paid, and (iii) 12 months of continued reimbursement for
medical coverage under Medicare. In addition, all RSUs and other equity awards will be immediately vested and settled.
The Employment Agreement requires Mr. Max to maintain the confidentiality
of the Company’s proprietary information. Employment Agreement also includes customary non-competition, non-solicitation and non-interference
provisions that Mr. Max must comply with for a period of 6 months, 12 months and 12 months, respectively, after termination of his employment
with the Company.
The above summary does not purport to be a complete summary of the Employment
Agreement and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed herewith
as Exhibit 10.1 and is incorporated by reference.