Item
1.01 Entry into a Material Definitive Agreement.
Rodriquez
Employment Agreement
On
January 21, 2021, American International Holdings Corp. (the “Company”, “we” and “us”)
entered into an Executive Employment Agreement with Alejandro Rodriguez, pursuant to which Mr. Rodriguez agreed to serve as the
Chief Executive Officer of EPIQ MD, Inc. (“EPIQ MD”), a newly formed wholly-owned Texas subsidiary of the Company.
The agreement has an initial term of three years, beginning on January 1, 2021, provided that the agreement automatically extends
for additional one-year terms thereafter in the event neither party provides the other at least 60 days prior notice of their
intention not to renew the terms of the agreement.
Pursuant
to the terms of the agreement, Mr. Rodriguez’s annual compensation package includes annual base compensation of $90,000
for the first three months, which increases to an annual base salary of $120,000 commencing April 1, 2021, throughout the initial
term of this agreement, provided that the annual salary increases to $240,000 upon Mr. Rodriguez and EPIQ MD achieving the First
Performance Benchmarks (defined below), and increases to $500,000 upon achieving the Second Performance Benchmark (defined below).
The
“First Performance Benchmarks” are defined as the (a) launch the EPIQ MD Ambassador Program (defined below);
(b) EPIQ MD enrolling 10,000 active customers; (c) EPIQ MD enrolling 50,000 active customers by May 31, 2022; and (d) EPIQ MD
enrolling 100,000 active customers by March 31, 2023. The “Second Performance Benchmark” is defined as EPIQ
MD enrolling 200,000 active customers by March 31, 2024. “Launching of the Ambassador Program” means the commencement
and implementation of the direct-sales campaign wherein independent contractors will become sales agents of EPIQ MD for the purposes
of soliciting and procuring end-use customers for EPIQ MD’s telemedicine services.
As
additional consideration pursuant to the agreement, the Company agreed to issue Mr. Rodriguez (a) 4,000,000 shares of restricted
common stock, subject to forfeiture and vesting, of which 2,000,000 shares will vest upon the Launching of the Ambassador Program;
1,200,000 shares will vest upon EPIQ MD reaching the 5,000 active customer mark; and the remaining 800,000 shares will vest upon
EPIQ MD reaching the 10,000 active customer mark, provided that all shares vest if the Company uplists its common stock to a higher
trading exchange; and (b) together with other senior executives of EPIQ MD, up to 33% of the ownership of EPIQ MD, due as follows:
10% if Section (a) of the First Performance Benchmarks are met; 5% if Section (b) of the First Performance Benchmarks are met;
5% if Section (c) of the First Performance Benchmarks are met; 5% if Section (d) of the First Performance Benchmarks are met;
and 8% if the Second Performance Benchmark is met, which shares shall vest immediately if EPIQ MD completes a spin-off, up-listing
and/or a change of control event.
The
Board of Directors and/or Compensation Committee may also authorize bonuses payable to Mr. Rodriguez from time to time in their
discretion, in cash or securities.
The
agreement prohibits Mr. Rodriguez from competing against us during the term of the agreement and for a period of twelve months
after the termination of the agreement in any state and any other geographic area in which we or our subsidiaries provide Nutraceutical
products or services, directly or indirectly, during the twelve months preceding the date of the termination of the agreement.
We
may terminate Mr. Rodriguez’s employment (a) for “cause” (which is defined to include, a material breach
of the agreement by Mr. Rodriguez, any act of misappropriation of funds or embezzlement by Mr. Rodriguez, Mr. Rodriguez committing
any act of fraud, or Mr. Rodriguez being indicted of, or pleading guilty or nolo contendere with respect to, theft, fraud, a crime
involving moral turpitude, or a felony under federal or applicable state law); (b) in the event Mr. Rodriguez suffers a physical
or mental disability which renders him unable to perform his duties and obligations for either 90 consecutive days or 180 days
in any 12-month period; (c) for any reason without “cause”; or (d) upon expiration of the initial term of the
agreement (or any renewal) upon notice as provided above. The agreement also automatically terminates upon the death of Mr. Rodriguez.
Mr.
Rodriguez may terminate his employment (a) for “good reason” (i.e., (i) if his position or duties are modified
to such an extent that his duties are no longer consistent with the position of CEO of EPIQ MD, (ii) there has been a material
breach by us of a material term of the agreement or Mr. Rodriguez reasonably believes that we are violating any law which would
have a material adverse effect on our operations and such violation continues uncured thirty days after such breach and after
notice thereof has been provided to us by Mr. Rodriguez, or (iii) Mr. Rodriguez’s compensation is reduced without his consent,
or we fail to pay to Mr. Rodriguez any compensation due to him upon 15 days written notice from Mr. Rodriguez informing us of
such failure); provided, however, prior to any such termination by Mr. Rodriguez for “good reason”, Mr. Rodriguez
must first advise us in writing (within 15 days of the occurrence of such event) and provide us 15 days to cure (15 days in connection
with the reduction of Mr. Rodriguez’s salary or the failure to pay amounts owed to him)); (b) for any reason without “good
reason”; and (c) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided above.
If
Mr. Rodriguez’s employment is terminated by Mr. Rodriguez for “good reason”, or by us without “cause”,
Mr. Rodriguez is entitled to continue to receive the salary due pursuant to the terms of the agreement at the rate in effect upon
the termination date for six (6) months and we are required to pay 12 months of Mr. Rodriguez’s COBRA expenses.
The
agreement contains standard assignment of inventions, indemnification, confidentiality and arbitration provisions. Further, Mr.
Rodriguez is subject to non-solicitation covenants during the term of the agreement.
Bowen
Employment Agreement
On
January 21, 2021, we entered into an Executive Employment Agreement with Verdie Bowen, pursuant to which Mr. Bowen agreed to serve
as the President and Chief Operating Officer of EPIQ MD. The agreement has an initial term of three years, beginning on January
1, 2021, provided that the agreement automatically extends for additional one-year terms thereafter in the event neither party
provides the other at least 60 days prior notice of their intention not to renew the terms of the agreement.
Pursuant
to the terms of the agreement, Mr. Bowen’s annual compensation package includes base annual compensation of $60,000 for
the first three months, which increases to an annual base salary of $120,000 commencing April 1, 2021 throughout the initial term
of this agreement, provided that the annual increases to $240,000 upon Mr. Bowen and EPIQ MD achieving 10,000 active customers.
As
additional consideration pursuant to the agreement, the Company agreed to issue Mr. Bowen (a) 1,500,000 shares of restricted Company
common stock, subject to forfeiture and vesting, of which 500,000 shares vest upon the Launching of the Ambassador Program; 500,000
vest upon EPIQ MD reaching the 5,000 active customer mark; and 500,000 vesting upon EPIQ MD reaching the 10,000 active customer
mark, provided that all shares shall vest if the Company’s common stock is uplisted to a higher trading exchange; and (b)
up to 750,000 shares of EPIQ MD, upon reaching certain milestones, which vest immediately if EPIQ MD completes a spin-off, up-listing
and/or a change of control event.
The
Board of Directors and/or Compensation Committee may also authorize bonuses payable to Mr. Bowen from time to time in their discretion,
in cash or securities.
The
agreement prohibits Mr. Bowen from competing against us during the term of the agreement and for a period of twelve months after
the termination of the agreement in any state and any other geographic area in which we or our subsidiaries provide Nutraceutical
products or services, directly or indirectly, during the twelve months preceding the date of the termination of the agreement.
We
may terminate Mr. Bowen’s employment (a) for “cause” (which is defined to include, a material breach
of the agreement by Mr. Bowen, any act of misappropriation of funds or embezzlement by Mr. Bowen, Mr. Bowen committing any act
of fraud, or Mr. Bowen being indicted of, or pleading guilty or nolo contendere with respect to, theft, fraud, a crime involving
moral turpitude, or a felony under federal or applicable state law); (b) in the event Mr. Bowen suffers a physical or mental disability
which renders him unable to perform his duties and obligations for either 90 consecutive days or 180 days in any 12-month period;
(c) for any reason without “cause”; or (d) upon expiration of the initial term of the agreement (or any renewal)
upon notice as provided above. The agreement also automatically terminates upon the death of Mr. Bowen.
Mr.
Bowen may terminate his employment (a) for “good reason” (i.e., (i) if his position or duties are modified
to such an extent that his duties are no longer consistent with the position of President and Chief Operating Officer of EPIQ
MD, (ii) there has been a material breach by us of a material term of the agreement or Mr. Bowen reasonably believes that we are
violating any law which would have a material adverse effect on our operations and such violation continues uncured thirty days
after such breach and after notice thereof has been provided to us by Mr. Bowen, or (iii) Mr. Bowen’s compensation is reduced
without his consent, or we fail to pay to Mr. Bowen any compensation due to him upon 15 days written notice from Mr. Bowen informing
us of such failure); provided, however, prior to any such termination by Mr. Bowen for “good reason”, Mr. Bowen
must first advise us in writing (within 15 days of the occurrence of such event) and provide us 15 days to cure (15 days in connection
with the reduction of Mr. Bowen’s salary or the failure to pay amounts owed to him)); (b) for any reason without “good
reason”; and (c) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided above.
If
Mr. Bowen’s employment is terminated by Mr. Bowen for “good reason”, or by us without “cause”,
Mr. Bowen is entitled to continue to receive the salary due pursuant to the terms of the agreement at the rate in effect upon
the termination date for six (6) months or otherwise until such obligation ceases and we are required to pay 12 months of Mr.
Bowen’s COBRA expenses.
The
agreement contains standard assignment of inventions, indemnification, confidentiality and arbitration provisions. Further, Mr.
Bowen is subject to non-solicitation covenants during the term of the agreement.
Reduced
Legal Fee Agreement
On
January 22, 2021, the Company entered into a reduced fee agreement with its legal counsel, The Loev Law Firm, PC, pursuant to
which the legal counsel agreed to continue to provide the Company reduced hourly rates in consideration for 1,000,000 shares of
restricted common stock. The securities are subject to a two-year lock-up agreement, preventing the sale or transfer of such shares
without the written approval of the Company, except to affiliates of the holder, who agree to be bound by the same terms. The
Managing Partner of The Loev Law Firm, PC, David Loev, is the brother in law of Jacob Cohen, the Company’s Chief Executive
Officer.
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The
foregoing descriptions of the Rodriquez Employment Agreement, Bowen Employment Agreement, Reduced Fee Agreement, and lock-up agreement,
are not complete, and are qualified in their entirety by the full text of such agreements, attached hereto as Exhibits 10.1,
10.2, 10.3, and 10.4, which are incorporated by reference herein.