0001598981
false
0001598981
2023-09-12
2023-09-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 12, 2023
SKYX
PLATFORMS CORP.
(Exact
name of Registrant as Specified in its Charter)
Florida
(State
or other jurisdiction of
incorporation) |
|
001-41276
(Commission
File
Number) |
|
46-3645414
(IRS
Employer
Identification
No.) |
2855
W. McNab Road
Pompano
Beach, Florida 33069
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (855) 759-7584
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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:
☐ |
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 |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, no par value per share |
|
SKYX |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange 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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
September 13, 2023, SKYX Platforms Corp. (the “Company”) announced that on September 12, 2023, its Board of Directors (the
“Board”) appointed Leonard J. Sokolow as Co-Chief Executive Officer of the Company, effective immediately.
Mr. Sokolow will also continue his service on the Board.
Mr.
Sokolow, 66, has served as a director of the Company since November 2015. Mr. Sokolow served as Chief Executive Officer and President
of Newbridge Financial, Inc. since January 2015 to September 2023. Mr. Sokolow served as Chairman of its broker-dealer subsidiary, Newbridge
Securities Corporation, from January 2015 through July 2022. From July 2022 to September 2023, Mr. Sokolow was Chief Executive Officer
of Newbridge Securities Corporation, as well as Chief Executive Officer of Newbridge Financial, Inc.’s registered investment adviser
subsidiary, Newbridge Financial Services Group, Inc. Mr. Sokolow previously served in a variety of roles at vFinance, Inc., a publicly
traded financial services company, including as Chairman of the board of directors from January 2007, a member of the board of directors
from November 1997 and Chief Executive Officer from November 1999 through July 2008, when it merged into National Holdings Corporation,
a publicly traded financial services company. Mr. Sokolow also served as President of vFinance, Inc. from January 2001 through December
2006. From July 2008 until July 2012, Mr. Sokolow was President of National Holdings Corporation, and from July 2008 until July 2014,
he was Vice Chairman of the board of directors of National Holdings Corporation. From July 2012 until December 2014, Mr. Sokolow was
a consultant and partner at Caribou LLC, a strategic advisory services firm. Mr. Sokolow was Founder, Chairman and Chief Executive Officer
of the Americas Growth Fund Inc., a closed-end management investment company, from 1994 to 1998. From 1988 until 1993, Mr. Sokolow was
an Executive Vice President and the General Counsel of Applica Inc., a publicly traded consumer appliance manufacturing, marketing and
distribution company. From 1982 until 1988, Mr. Sokolow practiced corporate, securities and tax law and was one of the founding attorneys
and a partner of an international boutique law firm. From 1980 until 1982, he worked as a Certified Public Accountant for Ernst &
Young and KPMG Peat Marwick.
Mr.
Sokolow has served on the board of directors of Consolidated Water Co. Ltd. (Nasdaq: CWCO), a developer and operator of advanced water
supply and treatment plants and water distribution systems, since June 2006, where he currently serves as Chairman of the Audit Committee
and as a member of the Nominations and Corporate Governance Committee. In addition, Mr. Sokolow has served on the board of directors
of Vivos Therapeutics, Inc. (Nasdaq: VVOS), a medical technology company focused on developing and commercializing innovative treatments
for adult patients suffering from sleep-disordered breathing, since June 2020, where he currently serves as Chair of the Audit Committee
and as a member of the Nominating and Corporate Governance Committee, and on the board of directors of Agrify Corporation (Nasdaq: AGFY),
a developer of precision hardware and software grow solutions for the indoor agriculture marketplace, as well as providing associated
consulting, engineering, and construction services, since December 2021, where he currently serves as a member of the Audit Committee
and the Compensation Committee. Mr. Sokolow previously served on the board of directors of, and as Chairman of the Audit Committee for,
Marquee Energy Ltd. (formerly Alberta Oilsands Inc.) (then TSXV: MQX), an energy company. Mr. Sokolow has a history of executive leadership
in developing and operating businesses, and extensive experience in strategic planning, mergers and acquisitions, securities, and the
financial industry.
The
Company and Mr. Sokolow entered into an employment agreement, effective as of September 12, 2023 (the “Employment Agreement”).
Pursuant to the Employment Agreement, Mr. Sokolow will
receive a base salary of $160,000 per year, subject to annual review and adjustment by the Compensation Committee of the Board (the “Compensation
Committee”), and a minimum bonus every six months during the term of the Employment Agreement equal to $40,000 in cash or stock,
as elected by Mr. Sokolow. In addition, Mr. Sokolow will be eligible to receive a performance-based bonus, payable in equity and/or cash,
subject to the achievement of performance metrics and other criteria as determined by the Executive Chairman and approved by the Compensation
Committee. Subject to the Compensation Committee’s approval, the Company and Mr. Sokolow may agree on an annual bonus structure
(in addition to the minimum bonus described above) based on performance metrics and other criteria, and such bonus payments could be
a combination of stock, stock options, and cash.
In
addition, the Compensation Committee granted to Mr. Sokolow 450,000 restricted stock units (“RSUs”) and stock options to
purchase up to 450,000 shares of the Company’s common stock that vest over a term of 3.5 years,
pursuant to the terms and conditions of the Company’s
2021 Stock Incentive Plan and applicable equity award agreements, forms of which have been previously filed with the Securities and Exchange
Commission. Each RSU represents a contingent right to receive one share of the Company’s common stock. 120,000 RSUs and stock options
to purchase up to 120,000 shares vested immediately on the grant date, the next six installments of 50,000 shares each vest every six
months, beginning six months from September 12, 2023, and the final installment of 30,000 RSUs and 30,000 stock options vest 42 months
from September 12, 2023, in each case subject to continuous employment through the applicable vesting date. The expiration date for any
unexercised stock options will be no later than five years following the grant date.
Mr.
Sokolow is also entitled to receive expense reimbursement for reasonable expenses, approved in writing by the Company, incurred in the
performance of his duties. He is entitled up to four weeks of vacation per year and to participate in the Company’s benefit programs
for executive employees. The Employment Agreement also contains non-competition and non-solicitation covenants and provides for severance
under certain circumstances as described in the Employment Agreement.
In
the event the Company terminates Mr. Sokolow’s employment for any reason other than for Disability or Cause (as such terms are
defined in the Employment Agreement), the Company gives notice of nonrenewal of the Employment Agreement, or if Mr. Sokolow terminates
his employment for Good Reason (as defined in the Employment Agreement), the Company will provide the following benefits: (i) severance
pay equal to six months of his ending annual base salary, minus withholdings, (ii) a gross amount equal to six months of the cost
of Mr. Sokolow’s monthly health insurance premium for him and his eligible dependents (if any) conditioned on Mr. Sokolow electing
to continue health insurance coverage through COBRA, and (iii) the portions of Mr. Sokolow’s RSU and stock option awards that are
due to vest during six months following his termination date will vest on their respective vesting dates.
The
Employment Agreement has a three-year term, with automatic renewal annually following the initial three-year term for an additional one
year unless terminated by either party by providing at least 30-days’ written notice prior to the end of the then term.
The
description of the Employment Agreement contained herein does not purport to be complete and is subject to, and qualified in its entirety
by reference to, the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
There
are no arrangements or understandings between Mr. Sokolow and any other person pursuant to which he was selected for his position. In
addition, there are no family relationships between Mr. Sokolow and any directors or executive officers of the Company. The transactions
that are required to be reported under Item 404(a) of Regulation S-K between Mr. Sokolow and the Company are described in the Company’s
proxy statement
for its 2023 annual meeting of stockholders, which description is incorporated herein by reference, and the Company’s subsequent
filings with the Securities and Exchange Commission.
Item
9.01 |
Financial
Statements and Exhibits |
*
Management contract or compensatory plan or arrangement.
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.
|
SKYX
PLATFORMS CORP. |
|
|
|
Date:
September 13, 2023 |
By:
|
/s/
John P. Campi |
|
Name: |
John
P. Campi |
|
Title: |
Co-Chief
Executive Officer |
Exhibit
10.1
SKYX
PLATFORMS CORP.
EXECUTIVE
EMPLOYMENT AGREEMENT
Employee:
Leonard J. Sokolow
THIS
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the date indicated on the signature
page as the “Start Date”, by and between SKYX Platforms Corp., a Florida corporation (the “Company”),
and the “Employee” identified above and on the signature page hereto.
WHEREAS,
the Company desires to employ the Employee to perform the position and duties set forth in Section 3, and the parties desire to
enter into this Agreement with respect to such employment.
NOW,
THEREFORE, in consideration of mutual promises and covenants herein contained, the parties hereto intending to become legally bound
agree as follows:
1.
Employment. The Company hereby agrees to employ the Employee and the Employee hereby agrees to be employed by the Company effective
as of the “Start Date” set forth on the signature page hereto, upon the terms and conditions hereinafter set forth.
2.
Term of Employment. The term of this Agreement shall start on the Start Date and continue for the “Term” as set
forth in Section 3.4., as may be extended in writing by the parties or pursuant to the terms of this Agreement unless earlier terminated
in accordance with this Agreement.
3.
Duties, Services, Travel, and Term.
3.1
Title and Duties. The Employee’s job title shall be Co-CEO of the Company indicated on the signature page as the “Job
Title”. The Employee will perform the duties requested by the Company that are reasonable and that are customarily performed
by a person holding a similar position in the industry or business of the Company. The Company may make changes to the job title or duties
of the Employee at the Company’s sole discretion.
3.2
Time. Except as provided below, the Employee shall devote his full business time and attention to the business of the Company
and to the promotion of the Company’s best interest, subject to vacations, holidays, and normal illnesses pursuant to the Company’s
policies in place from time to time. The Employee shall at all times comply with all policies and procedures of the Company applicable
to the Employee, as the same are in effect from time to time, including but not limited to the Company’s Code of Business Conduct
and Ethics. Provided such activities do not unreasonably interfere with his duties under this Agreement, the Employee shall be permitted
to: (i) be a board member and/or an advisory board member of unrelated third-party companies not competitive with the Company; (ii) maintain
his SEC registration/licenses with a broker-dealer; and/or (iii) continue to serve as a manager/member of a special purpose vehicle (SPV)
for investments that are not competitive with the Company.
3.3
Travel. The Employee shall undertake such travel as may be necessary and desirable to promote the business and affairs of the
Company, consistent with the Employee’s position and duties with the Company.
3.4
Term. The Term of this Agreement shall commence on the Start Date and shall continue in effect for a period of three (3) years.
At the end of such three (3) year period, the Term of this Agreement shall be automatically renewed annually for an additional one (1)
year unless terminated by either party providing at least thirty (30) days written notice prior to the end of the then Term.
4.
Compensation.
4.1
Payment. Subject to all the terms and provisions hereof, in exchange for the Employee’s performance hereunder, the Company
shall pay to the Employee the compensation described on the attached Exhibit A (the “Compensation”).
4.2
Reimbursement of Expenses. Upon the submission of proper substantiation by the Employee, and subject to such rules and guidelines
as the Company may from time to time adopt with respect to the reimbursement of expenses to consultants, the Company shall reimburse
the Employee for all reasonable expenses approved in advance in writing by the Company actually paid or incurred by the Employee during
the Term in the course of and pursuant to performing the Services. The Employee shall account to the Company in writing for all expenses
for which reimbursement is sought and shall supply to the Company copies of all relevant invoices, receipts or other evidence reasonably
requested by the Company.
4.3
Vacation. The Employee shall be entitled to vacation of up to four (4) weeks per calendar year, pursuant to the applicable Company
policy. All vacations shall be in addition to recognized national holidays. During all vacations, the Employee’s compensation and
other benefits as stated herein shall continue to be paid in full. Such vacations shall be taken only at times convenient for the Company,
as approved by the Employee Chairman.
4.4
Company Benefit Programs. In addition to the compensation and to the rights provided for elsewhere in this Agreement, the Employee
shall be entitled to participate in each plan of the Company now or hereafter adopted and in effect from time to time for the benefit
of executive employees of the Company, to the extent permitted by such plans and by applicable law. Nothing in this Agreement shall limit
the Company’s right to amend, modify and/or terminate any benefit plan, policies or programs at any time for any reason.
4.5
Other Renumeration. The Employee understands and agrees that any additional remuneration paid to the Employee in the form of bonuses
or other similar incentive remuneration will rest in the sole discretion of the Company and that the Employee will not earn or accrue
any right to incentive remuneration by reason of this Agreement.
5.
Restrictive Covenants and Need for Protection. Employee acknowledges that, because of his position with the Company, Employee has
or will develop knowledge of the affairs of the Company and its subsidiaries and their relationships with dealers, distributors and customers
such that Employee could do serious damage to the financial welfare of the Company and/or its subsidiaries should Employee compete or
assist others in competing with the business of the Company and/or its subsidiaries. Consequently, and in consideration the benefits
Employee is to receive under this Agreement, and for other good and valuable consideration, the receipt of which Employee hereby acknowledges,
the Employee agrees as follows:
5.1
Confidential Information.
5.1.1
“Confidential Information” means all information and know-how, regardless of whether in writing, relating to the business,
technical, financial or other affairs of the Company or its representatives, customers, potential customers, suppliers or potential suppliers
that the Company delivers or otherwise makes available to the Employee or that has or may come into the possession of the Employee, including,
without limitation, any invention, method, technique, project, development, plan, vendor information, customer information, equipment,
trade secret, process, research, reports, financial data, technical data, computer program, software, software code, software documentation,
hardware design, technology, marketing or business plan, forecast, financial statement, budget, price, cost or personnel data.
5.1.2
Obligations. The Employee shall keep confidential the Confidential Information and (1) shall use at least the same degree of care
in safeguarding the Confidential Information as it uses for its own confidential or like information, but in no event less than a reasonable
degree of care; (2) shall use such Confidential Information only for the purposes contemplated by the parties upon entering into this
Agreement; (3) may not reverse engineer, disassemble, decompile, unencrypt, extract or copy the Confidential Information; (4) may not,
directly or indirectly (including in the conduct of its business), use, or permit to be used, the Confidential Information to the Company’s
detriment.
5.1.3
Limited Use; Destruction. All Confidential Information contained in files, letters, memoranda, reports, records, data, sketches,
drawings, program listings, or other written, photographic or other tangible material that the Employee creates or that comes into its
custody or possession, may be used by the Employee only for the purposes contemplated by the parties upon entering into this Agreement.
Within thirty (30) days of any written request of the Company, the Employee shall destroy all of its copies of such Confidential Information
or return the same to Company and, in either case, certify to the Company its compliance with the terms of this provision. After such
destruction or return thereof, the Employee shall not retain any copies thereof or any such tangible property.
5.1.4
Limited Release. The Employee may release Confidential Information to its attorneys or the courts in prosecuting or defending
any claim under this Agreement or pursuant to an order of a court or government agency, provided, however, that in the case of release
pursuant to this section, the Employee shall limit the release to the greatest extent reasonably possible under the circumstances and
shall have provided to the Company sufficient advance notice to permit the Company to seek a protective order or other order protecting
its Confidential Information from being so disclosed.
5.1.5
SEC Disclosure. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be interpreted to prohibit reporting
of violations directly to the Securities and Exchange Commission or any other governmental or regulatory agency.
5.2
Company’s Property. The Employee acknowledges that any discovery, concept or idea, whether patentable or not, including,
but not limited to, any apparatus, process, method, technique or formula, as well as improvements thereof or know-how related thereto,
relating to any present or prospective activities of the Company and its affiliates (each, an “Invention”) made or
conceived of by the Employee, either solely or jointly with others, for so long as this Agreement is in effect and for a period of one
(1) year thereafter, if such Inventions were conceived of for the Company’s purposes, or have the effect of competing with the
Company’s business, shall be the sole and exclusive property of the Company.
5.3
Intellectual Property Assignment. The Employee hereby, without royalty or any other additional consideration, (1) assigns
to the Company all of the Employee’s right, title and interest in and to the Inventions, any applications for United States and
foreign letters patent, any continuations, divisions, continuations-in-part, reissues, extensions or additions thereof filed for upon
the Inventions and any United States and foreign letters patent, (2) covenants to assign to the Company all future Inventions, applications,
continuations, divisions, continuations-in-part, reissues, extensions or additions pursuant to this Agreement, (3) covenants to inform
the Company promptly and fully of the Inventions by written reports, setting forth in detail a description, the operation and the results
achieved, (4) covenants to assist the Company or its designees, at the Company’s expense, to obtain, maintain and enforce such
United States and foreign letters patent for the Inventions as the Company may elect in its sole discretion and (5) covenants to execute,
acknowledge, and deliver to the Company, at the Company’s expense, any written documents and instruments, and do any other acts,
as may be necessary in the Company’s reasonable opinion to obtain, maintain or enforce the United States and foreign letters patent
upon the Inventions and to vest in the Company the entire right and title in, and to confirm the Company’s complete ownership of,
the Inventions.
5.4
Inventions and Discoveries. The Employee hereby sells, transfers and assigns to the Company or to any person or entity designated
by the Company, all of Employee’s right, title and interest in and to all inventions, ideas, disclosures and improvements, whether
patented or unpatented, and copyrightable material made or conceived by the Employee, solely or jointly, during the term hereof which
relate to the products and services provided by the Company or any of its subsidiaries or which otherwise relate or pertain to the business,
functions or operations of the Company or any of its subsidiaries. The Employee agrees to communicate promptly and to disclose to the
Company in such form as the Employee may be required to do so, all information, details and data pertaining to such inventions, ideas,
disclosures and improvements and to execute and deliver to the Company such formal transfers and assignments and such other papers and
documents as may be required of the Employee to permit the Company or any person or entity designated by the Company to file and prosecute
the patent applications, and, as to copyrightable material, to obtain copyrights thereof.
5.5
Covenant Not to Compete. During the Term, and for a period of two (2) years thereafter if Employee’s employment is terminated
for Cause pursuant to Section 8.2 or if Employee resigns employment without Good Reason pursuant to Section 8.2, the Employee agrees
that Employee will not participate in or finance, directly or indirectly, for Employee or on behalf of any third party, anywhere in the
world, as principal, agent, employee, employer, consultant, investor or partner, or assist in the management of, or own any stock or
any other ownership interest in, any business that is materially competitive with the business of the Company and/or any of its subsidiaries,
as conducted at any time during the twelve-month period prior to Employee’s termination of employment. Notwithstanding the foregoing,
the ownership of not more than two percent (2%) of the outstanding securities of any company listed on any public exchange or regularly
traded in the over-the-counter market, provided that the Employee’s involvement with any such company is solely that of
a passive security holder and the Employee discloses such ownership in advance to the Company’s Board of Directors, shall not constitute
a violation of this paragraph.
5.6
Covenant Not to Solicit. The Employee agrees to not, during the Term and for a period of two (2) years thereafter: (a) directly
or indirectly, request or advise any of the customers, distributors or dealers of the Company or any of its subsidiaries to terminate
or curtail their business with the Company or any of its subsidiaries, or to patronize another business which is materially competitive
with the Company or any of its subsidiaries; or (b) directly or indirectly, on behalf of himself or any other person or entity, request,
advise or solicit any employee, consultant or independent contractor of the Company or any of its subsidiaries to leave such employment
or position for any reason. For purposes of this Section, “employee, consultant or independent contractor of the Company”
shall include former employees, consultants or independent contractors if they were employed with the Company at any time in the six
month period preceding Employee’s Termination Date or thereafter.
5.7
Judicial Modification. In the event that any court of law or equity shall consider or hold any aspect of this Section 5 to be
unreasonable or otherwise unenforceable, the parties hereto agree that the aspect of this Section so found may be reduced or modified
by appropriate order of the court and shall thereafter continue, as so modified, in full force and effect.
5.8
Injunctive Relief. The parties hereto acknowledge that the remedies at law for breach of this Section 5 will be inadequate and
that the Company shall be entitled to injunctive relief for violation thereof; provided, however, that nothing herein contained
shall be construed as prohibiting the Company from pursuing any other remedies available for such breach or threatened breach, including
the recovery of damages from the Employee.
6.
Tax Withholding. All payments made and benefits provided by the Company under this Agreement shall be reduced by any tax or other
amounts required to be withheld by the Company under applicable law.
7.
Survival of Obligations. All obligations of the Company and the Employee that by their nature involve performance, in any particular,
after the expiration or termination of this Agreement, or that cannot be ascertained to have been fully performed until after the expiration
or termination of this Agreement, will survive the expiration or termination of this Agreement.
8.
Termination of Employment.
8.1
Death and Disability. Employee’s employment shall terminate automatically upon Employee’s death during the Term. The
Company shall be entitled to terminate Employee’s employment because of Employee’s Disability during the Term. “Disability”
means that (i) Employee has been unable, for a period of 180 consecutive business days, to perform Employee’s duties under this
Agreement, as a result of physical or mental illness or injury, and (ii) a physician selected and mutually agreed upon by the Company
and Employee has determined that it is either not possible to determine when such inability to perform will cease or that it appears
probable that such inability will be permanent during the remainder of Employee’s life. A termination of Employee’s employment
by the Company for Disability shall be communicated to Employee by written notice, and shall be effective on the 30th calendar day after
receipt of such notice by Employee (the “Disability Effective Date”), unless Employee returns to full-time performance
of Employee’s duties before the Disability Effective Date.
8.2
Cause. Employee’s employment with the Company may be terminated by the Company with or without Cause. For purposes of this
Agreement, “Cause” shall mean: (i) embezzlement, fraud, or other conduct that would constitute a felony (other than
traffic-related citations); (ii) willful unauthorized disclosure of confidential information; (iii) gross misconduct or gross neglect
in the performance of Employee’s duties; (iv) willful failure to cooperate with a bona fide internal investigation or investigation
by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure
to preserve documents or other material reasonably known to be relevant to such an investigation, or the willful inducement of others
to fail to cooperate or to destroy or fail to produce documents or other material relevant to such an investigation; or (v) willful and
material violation of the Company’s written conduct policies. The Company will give Employee written notice prior to termination
of employment pursuant to Sections 8.2 (iii), (iv), or (v), setting forth the nature of any alleged failure, breach, or refusal in reasonable
detail and the conduct required to cure. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected
to be cured, Employee shall have 30 business days from the giving of such notice within which to cure any failure, breach, or refusal
under Sections 8.2 (iii), (iv) or (v); provided, however, that, if the Company reasonably expects irreparable injury from a delay of
30 business days, the Company may give Employee notice of such shorter period within which to cure as is reasonable under the circumstances.
8.3
Good Reason. Employee’s employment with the Company may be terminated by Employee with or without Good Reason. For purposes
of this Agreement, “Good Reason” shall mean the occurrence of any of the following without Employee’s consent:
(i) a material reduction by the Company of Employee’s title, duties, responsibilities or reporting relationship set forth in Section
2(a); (ii) a reduction by the Company of Employee’s Annual Base Salary; (iii) any other material breach of this Agreement by the
Company. A termination of Employee’s employment by Employee shall not be deemed to be for Good Reason unless (x) Employee gives
notice to the Company of the existence of the event or condition constituting Good Reason within 15 calendar days after such event or
condition initially occurs or exists, and (y) the Company fails to cure such event or condition within 30 calendar days after receiving
such notice. Additionally, should the Company fail to reasonably cure such event or condition, Employee must terminate his employment
within 45 calendar days after the initial occurrence of the event or condition constituting Good Reason for such termination to be “Good
Reason” hereunder.
8.4
Notice of Termination. Any termination by the Company for Cause, or by Employee for Good Reason, shall be communicated by Notice
of Termination to the other party in accordance with Section 10.
8.5
Resignation from All Positions. Notwithstanding any other provision of this Agreement, upon the termination of Employee’s
employment for any reason, unless otherwise requested by the Board, Employee shall immediately resign from all positions that he holds
or has ever held with the Company and its affiliates, including his position on the Board and on the boards of directors of the Company’s
affiliates. Employee hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company,
but he shall be treated for all purposes as having so resigned upon the termination of his employment, regardless of when or whether
he executes any such documentation.
8.6
Severance Payments.
8.6.1
Any Termination of Employment. If, during the Term, Employee’s employment with the Company and its affiliates shall terminate
for any reason, then the Company shall pay, or cause to be paid, to Employee: (a) the sum of the portion of Employee’s Annual Base
Salary earned through the date of termination, to the extent not previously paid; and (b) required to be paid or provided or which Employee
is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company (the “Accrued Benefits”).
The Accrued Benefits shall be paid to Employee, in the case of accrued salary, within 30 calendar days after the date of termination,
or all other cases, in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or
agreement, based on accrued and vested benefits through the date of termination.
8.6.2
Good Reason, Other than for Cause; Expiration of Term. If, during the Term, the Company shall terminate Employee’s employment
other than for Disability or Cause, the Company gives notice of nonrenewal pursuant to Section 3.4, or if Employee shall terminate employment
for Good Reason, then, in return for a signed and not revoked Release per Section 8.7 hereof, (a) the Company shall pay to Employee a
total of six (6) months of Employee’s Annual Base Salary, minus withholdings, (b) a gross amount equal to six (6) months of the
cost of Employee’s monthly health insurance premium for Employee and Employee’s eligible dependents (if any) conditioned
on Employee electing to continue health insurance coverage through COBRA, and (c) the portions of any Stock Award or Option Award defined
in Exhibit A that are due to vest during six (6) months following the date of Termination shall vest on the respective vesting
dates.
8.6.3
Cause; Other than for Good Reason. If, during the Term, Employee’s employment is terminated by the Company for Cause, or
if Employee voluntarily terminates his employment without Good Reason, then the Company shall pay or provide to Employee the Accrued
Benefits, and no further amounts shall be payable to Employee under this Section 8.6 after the date of termination.
8.7
Release. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to make any payment or
provide any benefit under Section 8.6 hereof unless: (a) Employee or Employee’s legal representative first executes within 21 calendar
days after the date of termination a full release of claims agreement (the “Release”); (b) Employee does not revoke
the Release, and (c) the Release becomes effective and irrevocable in accordance with its terms.
8.8
Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the
Company or any of its affiliates may have against Employee or others.
9.
Miscellaneous. The following miscellaneous sections shall apply to this Agreement:
9.1
Modifications and Waivers. No provision of this Agreement may be modified, waived or discharged unless that modification, waiver
or discharge is agreed to in writing by the Employee and the Company. No waiver by either party at any time of any breach by the other
party of, or compliance with, any condition or provision of this Agreement to be performed by that other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the time, or at any prior or subsequent time.
9.2
Construction of Agreement. This Agreement supersedes any oral or written agreements between the Employee and the Company and any
oral representations by the Company to the Employee with respect to the subject matter of this Agreement.
9.3
Governing Law. The validity, interpretation, construction, and performance of this Agreement will be governed by the laws of the
State of Florida.
9.4
Severability. If any one or more of the provisions of this Agreement, or any word, phrase, clause, sentence or other portion of
a provision is deemed illegal or unenforceable for any reason, that provision or portion will be modified or deleted in such a manner
as to make this Agreement as modified legal and enforceable to the fullest extent permitted under applicable laws. The validity and enforceability
of the remaining provisions or portions will remain in full force and effect.
9.5
Counterparts. This Agreement may be executed in two or more counterparts, by electronic or similar means, each of which will take
effect as an original and all of which will evidence one and the same agreement.
9.6
Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their
respective heirs, beneficiaries, personal representatives, successors and assigns.
9.7
Notices. Any notice, request or other communication required to be given pursuant to the provisions of this Agreement shall be
in writing and shall be deemed to have been given when delivered in person, on the next business day after being delivered to a nationally-recognized
overnight courier service (for such next-day delivery) or five (5) days after being deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested and addressed to the other party at the respective addressees set forth below or
to the other addresses of either party may have furnished to the other in writing in accordance with this Section 9.7, except that notice
of change of address will be effective only upon receipt.
|
If
to Company: |
SKYX
Platforms Corp. |
|
|
2855
W. McNab Road Pompano Beach,
FL 33069 ATTN: General Counsel
Email: legal@skyiot.com |
|
|
|
|
If
to Employee: |
At
the address for the Employee most recently on file with the Company. |
9.8
Entire Agreement. This Agreement contains the entire agreement of the parties. All prior arrangements or understandings, whether
written or oral, are merged herein. This Agreement may not be changed orally, but only by an agreement in writing, signed by the party
against whom enforcement of any waiver, change, modification, extension or discharge is sought.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Start Date.
EMPLOYEE:
By: |
/s/
Leonard J. Sokolow |
|
Name: |
Leonard
J. Sokolow |
|
Date: |
9/12/2023 |
|
Start Date: |
September 12, 2023 |
Job Title: |
Co-Chief Executive Officer |
SKYX
PLATFORMS CORP.
By: |
/s/
Rani Kohen |
|
Name: |
Rani
Kohen |
|
Title: |
Executive
Director |
|
Date: |
9/12/2023 |
|
EXHIBIT
A
Compensation
The
Employee shall receive the following Compensation in exchange for the Services:
Base
Salary
For
all of the services to be rendered by the Employee under this Agreement, the Company shall pay the Employee a base annual salary equal
to $160,000 (the “Base Salary”).
The
compensation paid hereunder to the Employee shall be paid in accordance with the normal payroll practices of the Company and shall be
subject to the customary withholding taxes and other employment taxes as required with respect to compensation paid by a corporation
to an employee. The Base Salary will be subject to annual review and adjustment by the Compensation Committee of the Company’s
Board of Directors based upon the Employee’s performance.
Bonus
and Incentive Compensation
Employee
shall be paid a minimum bonus every 6 months during the term of this Agreement equal to $40,000 in cash or stock in the Employee’s
sole discretion.
In
addition, the Employee will be eligible to receive a bonus, payable through equity in the Company and/or cash, as determined by the Compensation
Committee of the Company’s Board of Directors. The bonus will be subject to the achievement of performance metrics and other criteria
as determined by the Executive Chairman and approved by the Compensation Committee of the Company’s Board of Directors.
The
Company and Employee may mutually agree on an annual structure (in addition to the minimum bonus described above) based on investor relations,
capital market activities, strategic initiatives, joint ventures, revenue growth, EBITDA growth, and/or global licensing, and this might
include additional factors. The bonus payments could be a combination of stock, stock options, and cash.
Stock
and Stock Options
The
Company shall grant to the Employee: (a) a restricted stock award consisting of 450,000 shares of common stock of the Company (the “Stock
Award”), and (b) five-year stock options to purchase up to 450,000 shares of restricted common stock of the Company (the “Option
Award”), each vesting as follows:
1. |
On
the Grant Date (defined below), 120,000 shares of the Stock Award shall vest, and options to purchase up to 120,000 shares under
the Option Award shall vest. |
|
|
2. |
6
months from Start Date, 50,000 shares of the Stock Award shall vest, and options to purchase up to 50,000 shares under the Option
Award shall vest. |
|
|
3. |
12
months from Start Date, 50,000 shares of the Stock Award shall vest, and options to purchase up to 50,000 shares under the Option
Award shall vest. |
|
|
4. |
18
months from Start Date, 50,000 shares of the Stock Award shall vest, and options to purchase up to 50,000 shares under the Option
Award shall vest. |
|
|
5. |
24
months from Start Date, 50,000 shares of the Stock Award shall vest, and options to purchase up to 50,000 shares under the Option
Award shall vest. |
|
|
6. |
30
months from Start Date, 50,000 shares of the Stock Award shall vest, and options to purchase up to 50,000 shares under the Option
Award shall vest. |
7. |
36
months from Start Date, 50,000 shares of the Stock Award shall vest, and options to purchase up to 50,000 shares under the Option
Award shall vest. |
|
|
8. |
42
months from Start Date, 30,000 shares of the Stock Award shall vest, and options to purchase up to 30,000 shares under the Option
Award shall vest. |
All
Stock Awards and Option Awards granted to Employee hereunder shall be issued pursuant to the Company’s 2021 Stock Incentive Plan
(the “Plan”), and any terms contained in any stock award or stock option agreement further executed by the parties.
The
Stock Awards and Option Awards shall not be deemed granted until the date of approval by the Compensation Committee of the Company’s
Board of Directors in accordance with the Plan and applicable law (the “Grant Date”). The exercise price of the Option
Award shall be the Fair Market Value (as defined in the Plan) of shares of common stock of the Company on the Grant Date.
Any
portion of a Stock Award or Option Award that has not vested as of the date Employee ceases to be an employee of the Company shall be
forfeited and terminated automatically, subject to Section 8.6.2 of the Agreement.
The
Company’s Compensation Committee may, in its sole discretion and in accordance with the Plan or any applicable Company plan then
in effect, elect to compensate Employee with additional option or restricted stock awards, only as further set forth in a stock award
or stock option agreement issued by the Company pursuant to the Plan.
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
SKYX Platforms (NASDAQ:SKYX)
Historical Stock Chart
From May 2024 to Jun 2024
SKYX Platforms (NASDAQ:SKYX)
Historical Stock Chart
From Jun 2023 to Jun 2024