I thought it might be the Magic Johnson agreement because of the $3 million total payment, but if it is someone is changing the terms as things go along, and an S-8 should have been filed.
Here's part of the Johnson agreement:
1.2 CONSULTING OBLIGATION. During the Consulting Period, Consultant will render such consulting and advising services as an independent contractor
to the Company, primarily in connection with the marketing (use of likeness in product and company brochures, use as spokesperson in PSA program, trade shows, marketing programs), distribution, and sale of the Company's products, as well as meet with potential investors and government affairs support. It is
understood and agreed that the consulting services to be rendered and appearances will be mutually agreed upon by the Consultant and the Company. All uses of Consultant's name, likeness or image shall be subject to prior written consent by consultant, which shall not be unreasonably withheld.
1.3 COMPENSATION. The Company agrees to pay to Consultant the sum of $1,000,000 per annum payable as follows: $250,000 within seven (7) days of the execution of the within Agreement; an additional $250,000 payable thirty (30)days from the date of the initial payment; and the balance of $500,000 payable in equal payments of $125,000 quarterly thereafter on the last day of each quarter, which shall be determined as of the Effective Date. For each year thereafter, Company agrees to pay
Consultant $250,000 quarterly, payable on the first day of each quarter.
Additionally, the Company further agrees to donate to the Magic Johnson Foundation, Inc. ("MJF") 2,000,000 shares of fully paid non-assessable common stock for the initial year of the term of the Agreement
within 30 days of the signing of this agreement and, thereafter, an additional 2,000,000 shares of common stock for the second year, and a further 2,000,000
shares for the third year of the Agreement, which also shall be issued within 30days from the start of each additional year of the contract, for an aggregate of 6,000,000 shares, which shares are unregistered shares that will contain cost-free best efforts registration rights by the Company upon the request of MJF, with the further understanding that MJF will fully cooperate with the Company in preparing and filing a Registration Statement for the shares of stock referred to herein, if necessary, and will indemnify the Company from any
liabilities with respect to information provided by MJF to the Company with respect to the registration of the shares herein.
Consultant (Earvin Magic Johnson) will serve as a Director of
the Company for as long as the within Agreement is in effect and that he will
accept his election and/or appointment to the Board of the Company and attend,
in person, a minimum of two (2) Board Meetings per year, one of which will be
the Annual Meeting of Stockholders of the Company. Additionally consultant
agrees to make his best efforts to attend at least one of the remaining board
meetings by telephone. Additionally, Consultant understands that the Company
will be required to file the appropriate disclosure information with the
Securities and Exchange Commission and issue a Press Release with respect to the
material terms of the within Agreement. Consultant further agrees that he will
not at any time during the entire length of this agreement seek any form of
compensation for the above position.
sec.gov |
