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Subsequent Events
3 Months Ended
Mar. 31, 2016
Subsequent Events [Abstract]  
Subsequent Events

Note 10 – Subsequent Events

 

Resignation of Chief Executive Officer, President and Director

 

On April 19, 2016, Mr. Macaluso resigned as the Chief Executive Officer and President of the Company, and as a member of the Board of the Company, effective immediately. The resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Appointment of President and Chief Executive Officer

 

On April 22, 2016, the Board approved the appointment of Mr. John D. Maatta as the Company’s President and Chief Executive Officer, effective as of May 3, 2016. On April 22, 2016, Mr. Maatta resigned as Chairman of the Board but will continue to serve as a member of the Board. In addition, the Company will grant to Mr. Maatta options to purchase up to an aggregate of 1,100,000 shares of the Company’s common stock, subject to the terms and conditions of the Third Amended and Restated 2011 Stock Incentive and Award Plan.

 

Mr. Maatta shall receive the following:

 

  1) upon the effectiveness of the appointment of Mr. Maatta as President and Chief Executive Officer on May 3, 2016, three hundred thousand (300,000) options to purchase shares of the Company’s common stock at an exercise price of $0.50 per share, such options to vest only upon a “Change in Control”1 during Mr. Maatta’s tenure as President and Chief Executive Officer;
         
  2) upon the effectiveness of the appointment of Mr. Maatta as President and Chief Executive Officer on May 3, 2016, eight hundred thousand (800,000) options to purchase shares of the Company’s common stock, such options to vest 2, at the applicable exercise price, as follows:
         
      a. one hundred thousand (100,000) options shall be exercisable at a price of $0.50 per share and shall vest by June 30, 2016;
         
      b. one hundred thousand (100,000) options shall be exercisable at a price of $0.50 per share and shall vest by September 30, 2016;
         
      c. one hundred thousand (100,000) options shall be exercisable at a price of $0.50 per share and shall vest by December 31, 2016;
         
      d. one hundred thousand (100,000) options shall be exercisable at a price of $0.55 per share and shall vest by March 31, 2017;
         
      e. one hundred thousand (100,000) options shall be exercisable at a price of $0.55 per share and shall vest by June 30, 2017;
         
      f. one hundred thousand (100,000) options shall be exercisable at a price of $0.55 per share and shall vest by September 30, 2017;
         
      g. one hundred thousand (100,000) options shall be exercisable at a price of $0.60 per share and shall vest by December 31, 2017; and
         
      h. one hundred thousand (100,000) options shall be exercisable at a price of $0.60 per share and shall vest by March 31, 2018.

 

Appointment of Chairman of the Board

 

On April 22, 2016, the Board approved the appointment of Mr. Paul L. Kessler as the Chairman of the Board, effective immediately. Mr. Kessler has served as a member of the Board since March 17, 2013.