Re: NovaSTAR NOVS should report tomorrow 3/15/2012
My guess is that it is going to be GREAT- Other wise Lance would not have Paid $6,112,500.00 for 4.89% of Streetlinks.
Mr. Haslam's termination by StreetLinks triggered the Company's right of first refusal to purchase Mr. Haslam's membership units of StreetLinks under the operating agreement of StreetLinks. Mr. Haslam held 1,927 membership units of StreetLinks which represents approximately 4.89% of the outstanding StreetLinks membership units. Pursuant to a Membership Interest Purchase Agreement, dated March 8, 2012, by and between Mr. Haslam and the Company (the "Purchase Agreement"), Mr. Haslam sold all of his 1,927 membership units of StreetLinks to the Company. The total purchase price under the Purchase Agreement is $6,112,500 (the "Purchase Price"), which is payable to Mr. Haslam as follows: $500,000 on March 8, 2012, $500,000 on June 30, 2012, $250,000 on the last day of each quarter thereafter until March 8, 2016, on which date the unpaid principal balance of $1,612,500 is to be paid, plus interest at the rate of four percent per annum, compounded quarterly, on the unpaid balance shall accrue and be paid with regard to all payments other than the initial payment. Mr. Haslam's sole remedy for non-payment by the Company under the Purchase Agreement is an equitable right to return of the amount of StreetLinks membership units attributable to the pro-rata portion of the Purchase Price then owed but not paid.
On March 8, 2012, Mr. Haslam and the Company entered into an employment agreement (the "Haslam Employment Agreement"). Under the terms of the Haslam Employment Agreement, Mr. Haslam's employment with the Company shall continue for a period of three years, unless sooner terminated, and the Haslam Employment Agreement shall renew for successive one-year periods unless the Company or Mr. Haslam has given written notice of termination to the other party within 60 days of any annual renewal date. Mr. Haslam receives an annual base salary of $400,000, subject to annual increases, but such amount shall be reduced by any base salary paid to Mr. Haslam by any other member of the "Company Group" (as defined in the Haslam Employment Agreement). He also receives Incentive Pay (as defined in the Haslam Employment Agreement) of one percent of "Cash Earnings" (as defined in the Haslam Employment Agreement) prorated based on the number of days Mr. Haslam was employed by the Company in such year, with the maximum amount of such Incentive Pay paid in any one year equal to three times Mr. Haslam's base salary then in effect.
In the event that Mr. Haslam's employment is terminated by the Company without "cause," by Mr. Haslam for "good reason" or following a "Change in Control" (as such terms are defined in the Haslam Employment Agreement), Mr. Haslam will receive, in addition to payment for accrued but unpaid or unused salary, vacation time and business expenses, a severance amount equal to twelve months of Mr. Haslam's annual base salary in effect at the time of termination in equal installments over twelve months. Mr. Haslam is bound by certain non-competition, non-solicitation, confidentiality and similar obligations under, and as more particularly described in, the Haslam Employment Agreement.
On March 8, 2012, the Board of Directors granted Mr. Haslam an option (the "Haslam Option") to purchase 1,500,000 shares (the "Haslam Option Shares") of Common Stock at a price of $0.63 per share, which was the closing price of the Common Stock as quoted by Pink OTC Markets' inter-dealer quotation service on March 8, 2012, pursuant to a Stock Option Agreement between Mr. Haslam and the Company (the "Haslam Option Agreement"). The Haslam Option vests and becomes exercisable
-----------
If Steve can Quadruple the price if NOVS in addition to his $6,000,000.00 he would have another $6,000,000.00 for a nice gain of $12,000,000.00. ((I am very hopefull as his gain will be all us longs gains also.
Kirby |
