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): July 13, 2020
BRIDGEWAY NATIONAL CORP.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-55505 | 45-5523835 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1015 15th Street NW, Suite 1030
Washington, DC 20005
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (202) 846-7869
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)) |
Indicate by check mark whether 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. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock | BDGY | OTC Pink |
Item 1.01 Entry into a Material Agreement
On September 28, 2020, we entered into an employment agreement with Eric Blue who will serve as our Chief Executive Officer and on July 13, 2020, we entered into an employment agreement with Eon Washington who will serve as our Chief Operations Officer – Director of Operations. The employment agreement with Mr. Blue has a five-year term, with automatic successive one-year renewal terms unless we or the executive decline to renew the agreement. Additionally, the employment agreement with Mr. Blue provides for a base salary of $500,000 per annum, a one-time equity grant, certain severance payments required to be made to Mr. Blue in the event his employment is terminated by us without “cause” or if the executive terminates his employment for “good reason.” The employment agreement with Mr. Washington has a one-year term, with automatic successive one-year renewal terms unless we or the executive decline to renew the agreement. Additionally, the employment agreement with Mr. Washington provides for a base salary of $185,000 per annum and certain severance payments required to be made to Mr. Washington in the event his employment is terminated by us without “cause” or if the executive terminates his employment for “good reason.”
The employment agreements are attached to this Form 8-K Report as Exhibits 10.1 and 10.2, and the management incentive bonus plan is attached to this Form 8-K. Report as Exhibit 10.3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRIDGEWAY NATIONAL CORP. | ||
| By: | /s/ Eric Blue | |
| Eric Blue | ||
| Chief Executive Officer | ||
Dated: September 28, 2020
Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement is made as of the 28th day of September 2020, by and between Bridgeway National Corp., a Delaware corporation (“Bridgeway National” or the “Company”), and Eric Blue (the “Executive”).
The parties agree as follows:
| 1. | Employment and Duties. The Company employs the Executive as the Chief Executive Officer and Chief Investment Officer. The Executive agrees to devote his full time and attention to the business of Bridgeway National and its subsidiaries and affiliates and to perform duties normally and properly incident to his position and such further duties as may be assigned to him by the Compensation Committee of the Board of Directors of Bridgeway National (the “Compensation Committee”) or the Board of Directors of Bridgeway National (the “Board”). The duties to be performed by the Executive under this Agreement shall be performed by him primarily in the Washington DC metropolitan area, provided, however, that the Executive shall travel to the extent reasonably necessary to perform his duties hereunder. Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, provided that such activities set forth in this Section do not conflict or materially interfere with the effective discharge of his duties and responsibilities. |
| 2. | Term. Unless sooner terminated under Sections 4, 5 or 6 of this Agreement, the Company employs the Executive, and the Executive agrees to serve the Company, for an initial term beginning October 1, 2020 and ending October 1, 2025. The term of this Agreement shall automatically be extended for additional terms of one year, unless either party notifies the other in writing at least 90 days before the expiration of the term of this Agreement that it does not wish to extend the term. If the Company notifies the Executive that it does not wish to extend the term of this Agreement, the Company shall be deemed to have terminated the Executive’s employment without cause, and the Executive shall be entitled to the benefits specified in Section 6(b) of this Agreement subject to the terms and conditions therein. If the Executive notifies the Company that the Executive does not wish to extend the term of this Agreement, the Executive shall be deemed to have voluntarily left the employ of the Company and the Company’s obligations to the Executive under this Agreement shall terminate, other than the Company’s obligation to the Executive for accrued salary and benefits through the termination date. Upon any termination of the term of this Agreement and his employment by either party for any or no reason, the Executive shall be deemed automatically to have resigned as of such effective termination date from any and all officer and director positions (if any) that the Executive then holds with the Company and any of its subsidiaries and affiliates, without any further action on the part of the Executive or the Company. |
| 3. | Salary and Benefits. Subject to, and except as otherwise provided in, Sections 4, 5 and 6 below: |
| a. | During the term of this Agreement, the Company shall pay (or cause to be paid to) the Executive a salary at a rate of not less than $500,000 per year, which sum shall be payable in bi-weekly installments. The Company agrees to review the Executive’s salary no less frequently than annually. In the event of an increase in salary or the payment of a bonus, the other terms and conditions of this Agreement shall remain in full force and effect. The annual rate of base salary in effect at any given time is sometimes referred to in this Agreement as “Base Salary.” |
| b. | During the Term, Executive shall be eligible to participate in the Bridgeway National Corp. 2020 Equity Incentive Plan attached hereto as Exhibit A (the “Equity Incentive Plan”), the Bridgeway National Corp. 2020 Management Incentive Plan attached hereto as Exhibit B (the “MIBP”), and the Bridgeway National Corp. 2020 Cash Incentive Plan attached hereto as Exhibit C (the Cash Incentive Plan”, the MIBP, together with the Equity Incentive Plan, the “Incentive Plans’). |
| c. | During the term of this Agreement, the Executive and, to the extent applicable, Executive’s dependents and beneficiaries, shall be entitled to (i) participate in such employee benefit health, vision, dental, and flexible spending account plans and programs as are generally available to other senior executives of the Company who hold positions of similar responsibility to those of the Executive (provided, however, that nothing in this Agreement shall entitle the Executive to participate in the Company’s 401(k) plan following the termination of his employment for any reason), (ii) reimbursement, in accordance with policies and procedures established by the Company from time to time, for all items of expense reasonably and necessarily incurred by the Executive on behalf of the Company, (iii) such holidays as are generally available to employees of the Company, and (iv) annual paid time off in accordance with Company policies applicable to senior executives of the Company; in each case as such plans, programs, policies and procedures are in effect or amended in the Company’s discretion but no less than 4 weeks. |
| d. | During the term of this Agreement, the Executive shall be entitled to (i) life insurance in accordance with Company policies applicable to senior executives of the Company, (ii) disability insurance in accordance with Company policies applicable to senior executives of the Company, (iii) directors & officers insurance in accordance with Company policies applicable to senior executives of the Company, (iv) cyber security/personal identity insurance in accordance with Company policies applicable to senior executives of the Company, (v) and any and all other applicable plans and programs offered by the Company in accordance with Company policies applicable to senior executives of the Company. |
| e. | During the term of this Agreement, the Executive shall be entitled to (i) a car and fuel allowance in an amount equal to $1,666.67 per month, (ii) reimbursement of reasonable and appropriate fees in connection with initiation fees, monthly dues, and other associated fees for industry and professional organizations, (iii) reimbursement of a required annual physical, (iv) reimbursement for fees in association with personal data security and management, (v) reimbursement for education/continued education, related industry licensing fees and programs, training, and other industry/professional education and license related expenses in accordance with Company policies applicable to senior executives of the Company (vi) gross up for any tax liabilities the Executive incurs in respect to the expenses in Section 3(d) and Section 3(e). |
| f. | In consideration for services rendered to the Company by Executive from July 17, 2018 to present, including but not limited to the providing general business advice, including recommending and identifying direct or indirect investments in potential target companies; conducting due diligence in connection with such potential investments; and structuring and negotiating acquisitions involving such portfolio companies, after giving effect to the 5:1 reverse stock split referenced in the Schedule 14C Information Statement filed with the Securities and Exchange Commission on September [___], 2020, the Company shall issue 5,286,032 shares of the Company’s class B common stock, par value $0.001 per share (the “Class B Common Stock”). The Class B Common Stock shall vest in accordance with the following schedule: one-third of the shares of Class B Common Stock shall vest immediately upon issuance and an additional one-third of the shares of Class B Common Stock shall vest on each of the first and second anniversaries of the date of this Agreement. |
| g. | The Executive shall not be entitled to any compensation or director fees for his service on the Board. |
| 4. | Termination by Death or Disability. |
| a. | Should the Executive die during the term of employment, the Company shall be obligated to pay any salary and benefits to which the Executive may be entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay to the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. |
| b. | Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of termination. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. |
A condition of disability under this Agreement shall be determined by the Compensation Committee or the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.
| 5. | Termination for Cause. The Company, by action of the Board, may at any time elect to terminate the Company’s obligations under this Agreement for “cause” and remove the Executive from employment, effective immediately upon notice of such employment termination to the Executive, and all obligations of the Company to the Executive under this Agreement shall then cease other than the Company’s obligation to the Executive for accrued salary and benefits through the termination date. |
For purposes of this Agreement “cause” shall be only the following:
| a. | continued and deliberate neglect by the Executive, after receipt of notice thereof, of employment duties other than as a result of the Executive’s physical or mental disability; |
| b. | willful misconduct of the Executive in connection with the performance of his duties, including by way of example but not limitation, misappropriation of funds or property of the Company; securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company; or violation of any code of conduct or standards of ethics (including without limitation with respect to employment discrimination, harassment or retaliation) applicable to employees of the Company; or |
| c. | a breach by the Executive of Section 7 or 8 of this Agreement. |
| 6. | Other Termination. |
| a. | If the Executive resigns or voluntarily leaves the employ of the Company, except as set forth in Section 6(c) below, and subject to the terms of any applicable restricted stock unit or other equity award agreement to which the Executive is a party (“Equity Award Agreement”), the Company’s obligations to the Executive under this Agreement shall terminate and the Company shall have no further liability to the Executive under this Agreement other than accrued salary and benefits through the termination date. |
| b. | The Company, by action of the Board, may at any time elect to terminate the Company’s obligations under this Agreement without cause and remove the Executive from employment on ninety (90) days’ notice, in which event the Executive shall be entitled to receive, subject to the Executive’s compliance with the provisions of Sections 7 and 8 of this Agreement, the identical compensation and benefits set forth in Section 6(c) hereof subject to the terms and conditions thereof. |
| c. | If: (x) the Company elects to terminate the Executive without cause, (y) the Executive voluntarily leaves the employ of the Company by virtue of the Company’s material failure to comply with any terms of this Agreement, or (z) Good Reason occurs within twelve (12) months following a Change in Control (defined below) and the Executive terminates employment for such Good Reason (and, in the case of both subparts (y) and (z), provided the Executive first gives all required notice to the Company and the Company does not thereafter timely cure), and within the period prescribed by the Company, not to exceed sixty (60) days after the date of employment termination, the Executive first executes and does not revoke a comprehensive release of claims in substantially the form set forth as Exhibit D hereto (or in another form otherwise agreed to by the parties), and subject to compliance by the Executive with the provisions of Sections 7 and 8 of this Agreement: (i) the Executive also shall be entitled to receive (A) continued payments of Base Salary for a period of twenty four (24) months, with the first such payment commencing within sixty (60) days after the Executive’s termination of employment, subject to Section 20 and (B) if the Executive timely elects continued coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Executive shall be entitled to such continued coverage at the same cost charged to active employees for a period of twenty four (24) months after the date of termination and (ii) all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. For these purposes “Change in Control” means the occurrence of any of the following events: |
| i. | Stock Acquisition. The acquisition by any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (A) the then outstanding shares of class A common stock of Bridgeway National (the “Outstanding Company Common Stock”), or (B) the combined voting power of the then outstanding voting securities of Bridgeway National entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions of such shares or voting power shall not constitute a change in control: (A) any acquisition directly from Bridgeway National; (B) any acquisition by Bridgeway National; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Bridgeway National or any entity controlled by Bridgeway National; or (D) any acquisition by any corporation in a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section; or |
| ii. | Board Composition. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by Bridgeway National’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individuals whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or |
| iii. | Business Combination. The consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of Bridgeway National (a “Business Combination”), unless, following such Business Combination: |
| a. | all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately before such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Bridgeway National or all or substantially all of the assets of Bridgeway National either directly or through one or more subsidiaries and affiliates) in substantially the same proportions as their ownership immediately before such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; |
| b. | no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Bridgeway National or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed before the Business Combination; and |
| c. | at least a majority of the members of the board of directors or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination. |
| iv. | Liquidation or Dissolution. Approval by the shareholders of Bridgeway National of a complete liquidation or dissolution of Bridgeway National. |
“Good Reason” means unless and to the extent otherwise waived in writing by the Executive, the termination of the Executive’s employment with the Company which is initiated by the Executive because of any of the following events:
| i. | a material decrease in the Executive’s annual base salary in effect as of the date of the Change in Control; |
| ii. | the assignment of duties and responsibilities to the Executive that materially reduce the level and types of duties and responsibilities of the Executive as of the date of the Change in Control; |
| iii. | a material breach of this Agreement by the Company or any successor; or |
| iv. | the Company changes by fifty (50) miles or more the principal locations in which the Executive is required to perform services from the locations at which the Executive was employed as of the date of the Change in Control. |
The Executive must provide notice to the Company of the existence of the event constituting Good Reason or the Company’s material failure to comply with any terms of this Agreement, as applicable, within ninety (90) days of the initial existence of the event. The Company shall have thirty (30) days after its receipt of notice by the Executive to cure the event before the Executive may terminate employment. If the Company fails to cure such event, the Executive must terminate employment within ninety (90) days after the expiration of such thirty (30)-day cure period, or such Good Reason or the Company’s material failure to comply with any terms of this Agreement, as applicable, shall be deemed waived.
| 7. | Confidential Information; Trade Secrets; Intellectual Property. As consideration for and to induce the employment of the Executive by the Company, the Executive agrees that: |
| a. | All confidential competitive pricing, marketing, proprietary and other non-public information or materials relating to or used in the business and operations of the Company or any of its subsidiaries or affiliates (including, without limitation, trade secrets, marketing methods and procedures, customer and prospective customer lists and non-public information on customers or their employees, strategies, research and development, policies and manuals, employee personnel and medical files, nonpublic financial information, lists of professionals referring customers to the Company or its subsidiaries or affiliates, sources of supplies and materials, business systems and procedures, computer programs, patented or unpatented inventions, information concerning planned or pending acquisitions, investments or divestitures, and information concerning purchases of major equipment or property), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or affiliates before or during the term of this Agreement, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and affiliates. Confidential Information does not include information which (i) is or was already in the Executive’s possession before employment, (ii) lawfully is or becomes generally available to the public other than as a result of a disclosure by the Executive or (iii) lawfully becomes available to the Executive on a non-confidential basis from a source other than the Company, provided that such source is not known to be bound by a confidentiality agreement or other obligation of secrecy with respect to such information. |
| b. | All records of and materials relating to Confidential Information or other information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or affiliates before or during the term of this Agreement, are and shall be the exclusive property of the Company or its subsidiaries or affiliates, as the case may be. Without limiting the foregoing in any way, by signing this Agreement, the Executive also hereby agrees to the Intellectual Property Agreement attached as Exhibit E hereto, which is a part of this Agreement. |
| c. | Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, and subject to Section 11 below, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or its subsidiaries or affiliates any records of or any materials relating to Confidential Information or other information and that upon the termination of the term of this Agreement and his employment by either party for any or no reason, he shall deliver the same to the Company and its subsidiaries and affiliates, as well as all of their other property of any kind. |
| d. | The Executive (a) shall not use or disclose to the Company or any of its subsidiaries and affiliates, and has returned, any former employer’s or other person’s or entity’s confidential information (electronic or otherwise); and (b) is not a party to or bound by any confidentiality, non-solicitation, noncompetition or similar agreement, or any order, judgment or other obligation that could restrict the Executive from working for, or furthering the Business (as defined in Section 8 below) of, the Company or any of its subsidiaries and affiliates. |
| 8. | Covenants. As consideration for and to induce the employment and continued employment of the Executive by the Company, the Executive agrees to the following additional covenants and obligations, which are reasonable and necessary to protect the goodwill and the value of the Company and its subsidiaries and affiliates and not unduly burdensome, and which all benefit Bridgeway National, its subsidiaries and affiliates and their predecessors and successors, whether by sale, merger, consolidation or otherwise. The Executive further agrees and acknowledges that, by virtue of his senior executive position with the Company, the Executive has and will have Confidential Information, relationships, unique knowledge and competitive advantages with respect to the entire Business (defined below), all personnel of the Company, its subsidiaries and affiliates. Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during the term of this Agreement and for a period of twelve (12) months immediately following any termination of the term of this Agreement and his employment by either party for any or no reason, directly or indirectly, in any executive, managerial, strategic, sales, marketing, research or other competitive capacity: |
| a. | engage in or assist any other person or entity in engaging in the Business, perform services involving the Business for any person or entity engaged in the Business, or provide material financial assistance involving the Business to any person or entity engaged in the Business, in each case anywhere in the Territory (defined below), it being understood that the Company, its subsidiaries and affiliates actively conduct and will conduct their businesses throughout the Territory and that such businesses effectively may be engaged in from any location throughout the Territory; |
| b. | induce, solicit or attempt to persuade any employee, consultant or other agent of the Company or any of its subsidiaries and affiliates to terminate his, her or its employment, consultancy or other relationship or association with the Company or any such subsidiary or affiliate in order to enter into any employment, consulting, or other relationship with or perform services for any other person or entity; or |
| c. | induce, solicit or attempt to persuade any supplier, vendor or other person or entity with which the Company or any of its subsidiaries or affiliates engaged in the Business has a business relationship to terminate, restrict or otherwise modify its business relationship with the Company or any such subsidiary or affiliate; or |
| d. | The following terms shall have the following definitions for purposes of this Agreement: |
| i. | “Business” means the acquisition of a controlling stake in an operating business or a non-controlling stake in an operating business where such activities are conducted through an operating or investment vehicle whose securities are publicly traded and listed on any national or regional stock exchange. |
| ii. | “Territory” means any country in which, as of the date of any termination of the Executive’s employment, the Company or any of its subsidiaries or affiliates engaged in the Business or any part thereof. |
| e. | Notwithstanding the foregoing, nothing in this Section 8 prohibits the Executive from owning not in excess of five percent (5%) in the aggregate of any class of capital stock or other ownership interests of any company if such stock or other ownership interests are publicly traded and listed on any national or regional stock exchange. |
| 9. | Survival of Covenants and Remedies. The agreements made by the Executive in Sections 7 and 8 shall survive any termination of this Agreement and the Executive’s employment. Each such agreement by the Executive shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action by the Executive against the Company shall not constitute a defense to the enforcement of the provisions of Section 7 or 8. The Executive acknowledges and agrees that the Company and its subsidiaries and affiliates will sustain irreparable injury in the event of a breach or threatened breach by the Executive of the provisions of Section 7 or 8 and that the Company and its subsidiaries and affiliates do not and will not have any adequate remedy at law for such breach or threatened breach. Accordingly, the Executive agrees that if he breaches or threatens to breach any such covenant or agreement, the Company and its subsidiaries and affiliates shall each be entitled to immediate injunctive relief (without posting a bond or other security). The foregoing shall not, however, be deemed to limit the Company’s or any of its subsidiaries’ or affiliates’ remedies at law or in equity for any such breach or threatened breach. |
| 10. | Non-disparagement and Cooperation. Subject to Section 11 below, following termination of the Executive’s employment by either party for any or no reason, the Executive shall: |
| a. | Refrain from all conduct, verbal or otherwise, that disparages or damages the reputation, goodwill, or standing in the community of the Company, any of its subsidiaries or affiliates, or their respective businesses or representatives; and |
| b. | Cooperate fully with the Company and its subsidiaries and affiliates in transitioning the Executive’s responsibilities as requested by the Company, and cooperate fully in any administrative, investigative, litigation or other legal matter(s) that may arise or have arisen involving the Company or any of its subsidiaries or affiliates and which in any way relate to or involve the Executive’s employment with the Company. The Executive’s obligation to cooperate hereunder shall include, without limitation, meeting and conferring with such persons at such times and in such places as the Company and its subsidiaries and affiliates may reasonably require, and giving truthful evidence and truthful testimony and executing and delivering to the Company and any of its subsidiaries and affiliates any truthful papers reasonably requested by any of them. The Executive shall be reimbursed for reasonable out-of-pocket expenses that the Executive incurs in rendering cooperation after the Executive’s employment termination pursuant to Section 10(b). |
| 11. | No Interference. Nothing in this Agreement prohibits the Executive from confidentially or otherwise (without informing the Company or its subsidiaries or affiliates) communicating or filing a charge or complaint with, participating in an investigation by, or giving truthful testimony or statements to, a governmental agency or regulatory entity (including without limitation communication directly with the U.S. Securities and Exchange Commission about a possible securities law violation), or if properly subpoenaed or otherwise legally required to do so. This Agreement also does not prohibit the Executive from receiving an award (if any) under applicable law for providing truthful information to a governmental agency or regulatory entity. U.S. federal law provides that: (a) an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (1) in confidence to a Federal, State, or local government official (either directly or indirectly) or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement prohibits, or creates liability for, any such protected conduct. |
| 12. | Notices. All notices, consents and other communications under this Agreement shall be in writing and shall be deemed to have been given, delivered or made when delivered personally or when mailed by registered or certified mail, postage prepaid and return receipt requested, addressed to the Company at its principal office in Washington DC, and to the Executive at his residence as shown upon the employment records of the Company, or to such other address as either party may by notice specify to the other. |
| 13. | Modification and Waiver. No provision of this Agreement, including any provision of this Section, may be modified, deleted or amended in any manner except by an agreement in writing executed by the Executive and the Company (subject to Section 16 herein). A waiver by either party hereto of any of its rights or remedies under this Agreement on any occasion shall not be a bar to the exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time. |
| 14. | Benefit and Assignment. All of the terms of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and its subsidiaries, affiliates, successors and assigns and by the Executive and his heirs and personal representatives. The Company (or any successor or assign) may assign this Agreement to any subsidiary or affiliate or any person which, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets, stock or business of the Company or of any discrete portion thereof. Any such assignment shall not constitute a termination of the Executive’s employment for purposes of this Agreement or commence the running of any of the time periods set forth in Section 8 above. The Executive may not assign any of his rights or obligations under this Agreement. |
| 15. | Construction and Venue. This Agreement is executed and delivered in the District of Columbia and shall be construed and enforced in accordance with the laws of such state. “Day” as used in this Agreement means a calendar day. THE EXECUTIVE AND THE COMPANY AGREE THAT THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE EXECUTIVE AND THE COMPANY WAIVE ANY OBJECTION TO PERSONAL JURISDICTION OR VENUE IN THOSE COURTS. |
| 16. | Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. In addition, if, at the time of enforcement of this Agreement, a court holds that any restriction stated in this Agreement is unreasonable or otherwise unenforceable under the circumstances then existing, the parties agree that the maximum restriction reasonable and enforceable under such circumstances shall be substituted for the stated restriction and the restriction shall be so modified and enforced. |
| 17. | Headings. The underlined headings provided in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. |
| 18. | Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. |
| 19. | Withholding. There shall be withheld from amounts due the Executive under this Agreement such income taxes, contributions and other amounts as may be required to be withheld under applicable law. |
| 20. | Section 409A Compliance. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for this purpose each payment shall constitute a “separately identified” amount within the meaning of Treasury Regulation §1.409A-2(b)(2). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to the Executive’s “termination of employment,” such term shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if the Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable to the Executive (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed until the earlier to occur of (a) the first business day following the six-month anniversary of the separation from service and (b) the date of Executive’s death. Any reimbursement or advancement payable to the Executive pursuant to this Agreement or otherwise shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive in accordance with the Company’s expense reimbursement policy, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement or otherwise shall not be subject to liquidation or exchange for any other benefit. |
| 21. | Entire Agreement. This Agreement (including the exhibits hereto) is the parties’ entire agreement on these matters and supersedes all other oral or written understandings or agreements between them as to such matters, provided, however, that, subject to Section 11 above, nothing in this Agreement limits, restricts or supersedes any fiduciary, statutory, tort or other non-contractual obligations of the Executive or rights of the Company or any of its subsidiaries or affiliates (including without limitation under any applicable trade secrets laws), or any written Equity Award Agreement with the Executive. |
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.
| bridgeway national corp. | ||
| By: | ||
| Name: | ||
| Title: | Authorized Signatory | |
| Eric Blue | ||
EXHIBIT A – BRIDGEWAY NATIONAL CORP.
2020 EQUITY INCENTIVE PLAN
(attached)
EXHIBIT B – BRIDGEWAY NATIONAL CORP.
2020 MANAGEMENT INCENTIVE PLAN
(attached)
EXHIBIT D - CONFIDENTIAL GENERAL RELEASE
In accordance with the Employment Agreement between Bridgeway National Corp. (“Bridgeway National” or the “Company”) and Eric C. Blue (the “Executive”) dated as of ______ , 20_ (the “Employment Agreement”), and as a precondition to the receipt of certain benefits set forth in the Employment Agreement and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and the Executive agree to this Confidential General Release (“Release”) as follows:
| 1. | Release of All Claims. Except as set forth in Section 2 below, the Executive, and anyone claiming through the Executive or on the Executive’s behalf, hereby waive and release the Company and the other Released Parties (defined in Section 3, below) with respect to any and all claims, whether currently known or unknown, that the Executive now has or has ever had against the Company or any of the other Released Parties arising from or related to any act, omission, or thing occurring or existing at any time prior to or on the date on which the Executive signs this Release. Without limiting the generality of the foregoing, the claims waived and released by the Executive hereunder include, but are not limited to: |
| a. | all claims arising out of or related in any way to the Executive’s employment, compensation, other terms and conditions of employment, or termination from employment with the Company, including without limitation all claims for any compensation payments, bonus, severance pay, equity, or any other compensation or benefit, and all claims arising under the Employment Agreement; |
| b. | all claims that were or could have been asserted by the Executive or on his or her behalf: (i) in any federal, state, or local court, commission, or agency; or (ii) under any common law theory (including without limitation all claims for breach of contract (oral, written or implied), wrongful termination, defamation, invasion of privacy, infliction of emotional distress, tortious interference, fraud, estoppel, unjust enrichment, and any other contract, tort or other common law claim of any kind); and |
| c. | all claims that were or could have been asserted by the Executive or on his or her behalf under: (i) the Age Discrimination in Employment Act (“ADEA”), as amended; and (ii) any other federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Executive Retirement Income Security Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, New Jersey Civil Rights Act, New Jersey Family Leave Act, and the Virginia Labor and Employment code, Title 40.1. |
| 2. | Exclusions. Notwithstanding the foregoing, the releases and waivers in Section 1 shall not apply to any or all of the following: (a) any claim for unemployment benefits or workers’ compensation, (b) any claim to be paid in full all wages, salary, and compensation earned as of the date of termination; (c) any claim for reimbursement of business expenses incurred in the course of Executive’s employment by the Company and in accordance with the Company’s business expense reimbursement policy; (d) accrued and vested benefit rights as of the date of termination; (e) any right to indemnification that the Executive may have under the Company’s bylaws or applicable law; (f) any claim for amounts or benefits under Section [__]1 of the Employment Agreement; or (g) any claim that by law is non-waivable. |
| 3. | Released Parties. The term “Released Parties” as used in this Release includes: (a) the Company and its past and present divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or not they are wholly owned); and (b) the past and present owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed in subpart (a) above; and (c) the predecessors, successors, and assigns of each entity listed in subparts (a) and (b) above. |
| 4. | No Other Actions or Claims. The Executive represents and warrants that: (a) the Executive has not filed or initiated any legal or other proceedings against any of the Released Parties (provided, however, that the Executive need not disclose to the Company, and the foregoing representation and warranty in this subpart (a) does not apply to, conduct or matters described in Section 11 of the Employment Agreement; (b) no such proceedings have been initiated against any of the Released Parties on the Executive’s behalf; (c) the Executive is the sole owner of the claims that are released in Section 1 above; (d) none of these claims has been transferred or assigned or caused to be transferred or assigned to any other person, firm or other legal entity; and (e) the Executive has the full right and power to grant, execute, and deliver the releases, undertakings, and agreements contained in this Release. |
| 5. | No Admission. Nothing in this Release is intended to or shall be construed as an admission by the Company or any of the other Released Parties that any of them violated any law, interfered with any right, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to the Executive or otherwise. The Company and the other Released Parties expressly deny any such illegal or wrongful conduct. |
| 6. | ACKNOWLEDGMENTS. THE EXECUTIVE ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT: (a) THE EXECUTIVE HAS READ AND UNDERSTANDS THE TERMS AND EFFECT OF THIS RELEASE; (b) THE EXECUTIVE RELEASES AND WAIVES CLAIMS UNDER THIS RELEASE KNOWINGLY AND VOLUNTARILY, IN EXCHANGE FOR CONSIDERATION IN ADDITION TO ANYTHING OF VALUE TO WHICH THE EXECUTIVE ALREADY IS ENTITLED; (c) THE EXECUTIVE HEREBY IS AND HAS BEEN ADVISED TO HAVE THE EXECUTIVE’S ATTORNEY REVIEW THIS RELEASE (AT THE EXECUTIVE’S COST) BEFORE SIGNING IT; (d) THE EXECUTIVE HAS TWENTY-ONE (21) DAYS IN WHICH TO CONSIDER WHETHER TO EXECUTE THIS RELEASE; AND (e) WITHIN SEVEN (7) DAYS AFTER THE DATE ON WHICH THE EXECUTIVE SIGNS THIS RELEASE, THE EXECUTIVE MAY, AT THE EXECUTIVE’S SOLE OPTION, REVOKE THE RELEASE UPON WRITTEN NOTICE TO GENERAL COUNSEL TO THE COMPANY, AND THE RELEASE WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THIS SEVEN-DAY REVOCATION PERIOD HAS EXPIRED WITHOUT ANY REVOCATION BY THE EXECUTIVE. IF THE EXECUTIVE REVOKES THIS RELEASE, IT SHALL BE NULL AND VOID. |
1 The pertinent severance provision will be inserted before this release is executed.
| 7. | Other Agreements; Amendments. Nothing in this Release modifies, limits or restricts Executive’s continuing obligations under the Employment Agreement (including without limitation Sections 7 and 8 thereof), any Equity Award Agreements (as defined in the Employment Agreement), and any other agreements involving the Company to which Executive is a party (collectively, the “Other Agreements”). All such obligations remain in full force and effect in accordance with their respective terms, and Executive hereby reaffirms his commitment to comply in full with all such obligations including without limitation Sections 7, 8, 9, 10, 11, 13, 14, 15, 16, 17 and 21 of the Employment Agreement. This Agreement may only be amended in a writing signed by all parties. |
| 8. | Assignment. This Release is enforceable by the Company and its affiliates and may be assigned or transferred by the Company to, and shall be binding upon and inure to the benefit of, any parent, subsidiary, or other affiliate of the Company or any person which at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets, stock or business of the Company or of any division thereof. The Executive may not assign any of his rights or obligations under this Release. |
| 9. | Construction and Venue. This Release is executed and delivered in the District of Columbia and shall be construed and enforced in accordance with the laws of such district. “Day” as used in this Release means a calendar day. THE EXECUTIVE AND THE COMPANY AGREE THAT THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTES ARISING OUT OF OR RELATED TO THIS RELEASE. |
| 10. | Severability. Whenever possible, each provision of this Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Release is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Release. |
| 11. | Counterparts. This Release may be executed in two counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. |
THE PARTIES STATE THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING AND KNOWINGLY AND VOLUNTARILY INTEND TO BE BOUND THERETO:
| bridgeway national corp. | ||
| By: | ||
| Name: | ||
| Title: | Authorized Signatory | |
| Date: | ||
| Eric C. Blue | ||
| Date: | ||
EXHIBIT E - INTELLECTUAL PROPERTY AGREEMENT
As a material part of the consideration for my employment by Bridgeway National Corp. (“Company”), the compensation that I, Eric C. Blue, shall receive during my employment, and the additional consideration that I will receive pursuant to the Employment Agreement to which this Intellectual Property Agreement (“IP Agreement”) is attached as Exhibit E, I acknowledge and agree that, by my signature on the attached Employment Agreement, I also agree to this IP Agreement’s terms, which are deemed incorporated into and a part of the Employment Agreement:
1. (a) Company owns the sole and exclusive right, title and interest in and to any and all Works (as defined below), including without limitation any and all source code or other intellectual property and further including without limitation all copyrights, trademarks, service marks, trade names, slogans, patents, ideas, designs, concepts and other proprietary rights. Company’s right, title and interest in and to the Works includes without limitation the sole and exclusive right to secure and own copyrights and maintain renewals throughout the world, and the right to modify and create derivative works of or from the Works without any payment of any kind to me. I agree that the Works shall be “work made for hire” as that term is defined in the copyright laws of the United States, and not works of joint ownership. To the extent that any of the Works is determined not to constitute work made for hire, or if any rights in any of the Works do not accrue to Company as a work made for hire, my signature on the Employment Agreement constitutes an assignment (without any further consideration) to Company of any and all of my respective copyrights and other rights, title and interest in and to all Works. I will disclose promptly to Company all Works, whether or not they are patentable, copyrightable or subject to trade secret protection.
(b) I will provide any assistance reasonably requested by Company to obtain United States and foreign letters patent and copyright registrations covering inventions, original works of authorship and other Works belonging or assigned hereunder to Company. I will execute any transfers of ownership of letters patent or assignments of copyrights or other proprietary rights transferred or assigned hereunder (including without limitation short form assignments intended for recording with the U.S. Copyright Office, the U.S. Patent and Trademark Office, or any other person or entity). I understand that my obligations under this Section 1(b) shall survive any termination of this IP Agreement or of my employment by Company in perpetuity, provided that Company will compensate me at a reasonable rate for time actually spent performing such obligations at Company’s request after any such termination. If Company is unable for any reason whatsoever, including my mental or physical incapacity, to secure my signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations or on any document transferring or assigning any patent, copyright or other proprietary right that I am obligated hereunder to transfer or assign, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and on my behalf and in my stead to execute and file any such applications and documents and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations or transfers or assignments thereof or of any other proprietary rights with the same legal force and effect as if executed by me. This appointment is coupled with an interest in and to the inventions, works of authorship, trade secrets and other Works to which any proprietary rights may apply and shall survive my death or disability.
(c) As used in this IP Agreement, “Works” means (i) any inventions, developments, improvements, trade secrets, ideas or original works of authorship that I conceive, create, develop, discover, make, acquire or reduce to practice in whole or in part, either solely or jointly with another or others, during or pursuant to the course of my employment by Company and that relate to Company or any of its subsidiaries or affiliates or their respective businesses, or to Company’s or any of its subsidiaries’ or affiliates’ actual or demonstrably anticipated research or development, (ii) any inventions, developments, improvements, trade secrets, ideas or original works of authorship that I conceive, create, develop, discover, make, acquire or reduce to practice in whole or in part, either solely or jointly with another or others, during or pursuant to the course of my employment by Company and that are made through the use of any of Company’s or any of its subsidiaries’ or affiliates’ equipment, facilities, supplies, trade secrets or time, or that result from any work performed for Company or any of its subsidiaries or affiliates, and (iii) any part or aspect of any of the foregoing.
2. I have been notified by Company, and understand, that the foregoing provisions of Section 1 do not apply to an invention for which no equipment, supplies, facilities or trade secret information of Company or any of its subsidiaries or affiliates was used and which was developed entirely on my own time, unless: (a) the invention relates (i) to the business of Company or any of its subsidiaries or affiliates or (ii) to Company’s or any of its subsidiaries’ or affiliates’ actual or demonstrably anticipated research and development, or (b) the invention results from any work performed by me for Company or any of its subsidiaries or affiliates. I have listed and described on an attached page all inventions of my own to which I claim Section 1 does not apply. If no such page is attached and signed by me and an authorized Company representative, no such inventions exist.
Exhibit 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT is made and entered into effective as of July 13, 2020 (the “Effective Date”), by and between Eon Washington (the “Executive”) and Bridgeway National Corp., a Delaware corporation (the “Company”).
W I T N E S S E T H:
WHEREAS, the Company wishes to employ the Executive, and the Executive wishes to be employed by the Company;
WHEREAS, the Company and the Executive wish to set forth in writing the terms and conditions of the Executive’s employment in this Employment Agreement (the “Agreement”);
NOW, THEREFORE, in consideration of the mutual promises contained herein, and of other good and sufficient consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive, intending to be legally bound hereby, agree as follows:
Article
1
Employment, Responsibilities, and Acceptance.
1.1 Employment. The Company agrees to employ the Executive, and the Executive agrees to be so employed, on the terms set forth herein.
1.2 Responsibilities. The Executive shall faithfully and diligently perform all such acts and have such titles, duties, powers, and responsibilities as may be prescribed or delegated from time to time by the Chief Executive Officer (the “CEO”). The Executive agrees, during the Employment Term (as defined below) of his employment with the Company, to devote substantially all of the Executive’s time and attention to the business and affairs of the Company, except for vacations and approved leaves of absence. The Executive agrees to adhere to all of the Company’s policies and procedures as they may from time to time be amended. In furtherance of the foregoing, the Executive agrees to be employed as the Company’s Chief Operations Officer – Director of Operations (“COO”).
1.3 Acceptance. The Executive hereby accepts such responsibilities and agrees to render his services hereunder fully, faithfully, and to the best of his ability, consistent with the terms of this Agreement. During the Employment Term, the Executive shall render services exclusively to the Company, but, except as provided below in Section 4.3 of this Agreement, nothing herein shall be deemed to prohibit the Executive from engaging in civic, academic, professional, trade association, not-for-profit organization, board memberships, or other personal activities which are not competitive or in conflict with the business then being conducted by the Company or any business which, to the knowledge of the Executive, the Company is preparing to enter, so long as such activities do not interfere with his day-to-day duties and responsibilities hereunder.
1.4 Location. The Executive’s services under this Agreement shall principally be performed at the Company’s offices in Washington, D.C., subject to reasonable domestic and overseas travel on behalf of the Company.
1.5 Transfer to Affiliate. In the event that the Company transfers the Executive’s employment, and its obligations hereunder, to an Affiliate of the Company or an entity under the control of the Company’s management team, the Company agrees to guarantee all payments owed to the Executive hereunder, and the Executive agrees that all of his obligations and the Company’s rights hereunder shall accrue to the entity to which employment is transferred. For purposes of this Agreement, “Affiliates” shall mean any entity that is controlled by the Company or is under common control with the Company.
Article
2
Compensation.
2.1 Base Compensation. During the Employment Term, the Company shall pay an amount to the Executive in cash compensation at the aggregate annual base rate of not less than One Hundred Eighty-Five Thousand Dollars ($185,000.00) per calendar year (the “Base Salary Rate”), subject to such amounts as may be required to be withheld by law or authorized to be withheld by the Executive, payable semi-monthly or otherwise in accordance with the Company’s customary payment schedule for executive personnel. Such base compensation shall be reviewed at least annually and may be adjusted as may be determined by the Company in its sole discretion.
2.2 Vacation and Personal Time. During the Employment Term, the Executive shall be entitled to take not less than twenty (20) days’ vacation per calendar year, which may be taken at any time in accordance with the Company’s vacation policies as determined by the Company and so as not to interfere unreasonably with the performance of his duties and responsibilities hereunder. In addition to vacation time, the Executive shall be entitled to take a reasonable amount of personal time in connection with the attendance at conferences, conventions, and business meetings related to the services to be performed by the Executive under this Agreement, provided that such personal time does not interfere with the performance of his duties and responsibilities hereunder. In the event of the termination of this Agreement, the Executive shall be compensated for all accrued and unused vacation, not to exceed twenty days at his Base Salary Rate compensation for the relevant period.
2.3 Proration. For the purposes of Sections 2.1 and 2.2, any period less than a full calendar year shall be prorated for the portion thereof which shall be applicable.
2.4 Expenses. The Company shall pay or reimburse the Executive upon the receipt of appropriate documentation, for reasonable travel, meal and lodging expenses that he directly incurs in providing services at the request of the Company, all subject to the terms and conditions of the then-current the Company business expense reimbursement policy.
2.5 Annual Bonus. The Executive may be entitled to receive an annual incentive bonus in an amount up to forty percent (40%) of the Base Salary Rate. The award of a bonus as well as the actual bonus amount, if any, payable to the Executive shall be determined by the Company in its sole discretion, depending upon the Executive’s attainment of individual and the Company performance objectives. The Executive’s annual bonus, if any, generally will be paid no later than March 15th of the year following the calendar year to which the performance objectives relate. In order to receive any bonus, the Executive must be employed through the date that such bonus is paid.
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2.6 Equity Incentive Benefits. The Executive will be eligible to receive an award of 100,000 shares of the Company’s common stock, subject to the approval of the Company’s Board of Directors and the terms of the Bridgeway National Corp. 2020 Equity Incentive Plan and the applicable award agreement that will be issued to the Executive thereunder, both of which will be administered by the Company in its sole discretion. These shares will be subject to a substantial risk of forfeiture and the other restrictions, which shall lapse over four (4) years based on the Executive continuing to provide services to the Company.
2.7 Welfare Benefits. During the Term, the Executive and the Executive’s dependents, to the extent they are eligible, shall be eligible to participate in all group health, dental and life insurance plans and all retirement plans that in each case are generally made available from time to time to employees of the Company. The Executive acknowledges and agrees that the benefits of such plans may vary with duties, salary, and length of employment, and that any questions concerning eligibility, coverage, or duration shall be governed by the terms of the plans or policies. The Executive further acknowledges and agrees that the Company reserves the right to modify, suspend, or discontinue any benefit plans, policies, and practices at any time without notice to or recourse by the Executive, so long as such action is taken generally with respect to other similarly situated executives employed by the Company.
Article
3
Term and Termination.
3.1 Term. The initial term of the Executive’s employment under this Agreement shall begin on the Effective Date and shall continue until the one (1) year anniversary of the Effective Date unless sooner terminated as herein provided (the “Employment Term”). The Executive’s employment shall be extended automatically for additional successive one (1) year terms unless the Executive notifies the Company or the Company notifies the Executive in writing not less than forty-five (45) days prior to the end of any term of his or its intention not to extend the Employment Term, and unless Executive’s employment is terminated sooner as provided herein. For purposes of this Agreement, “Termination Date” shall mean the date this Agreement is permissibly terminated by either party.
3.2 Death. Upon the Executive’s death during the Term, this Agreement shall terminate immediately. The Company shall pay to the legal representative of the Executive’s estate, within thirty (30) days after the Company is notified of the appointment thereof, all amounts due under Article 2 hereof up to the date of death.
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3.3 Inability to Perform Principal Duties. In the event the Executive becomes disabled as defined by Internal Revenue Code Section 409A (“Section 409A”) and is unable to perform his principal duties as contemplated by this Agreement, and subject to the requirements of the Americans with Disabilities Act (or any state law counterpart thereof), if applicable, the Company may on thirty (30) days’ prior written notice, during which time the Executive fails to resume his duties hereunder, terminate the Executive’s employment under this Agreement, and upon such termination, the Company shall pay to the Executive or his legal representative, if applicable, all amounts due under Article 2 hereof up to the Termination Date. In the event the Executive at any time prior to the Termination Date disputes any determination by the Company of his inability to perform his principal duties, the matter shall be resolved by the determination of three (3) physicians qualified to practice medicine in the United States, one to be selected by each of the Company and the Executive and the third to be selected by the designated physicians. The Executive shall otherwise comply with whatever procedures the Company may reasonably request set forth in any long-term disability policy of the Company.
3.4 Proper Cause. The Company may terminate the Executive’s employment under this Agreement for “proper cause,” without prior notice (except as otherwise specified in Sections 3.4(a) and 3.4(d), each requiring prior notice in accordance with Section 6.1 of this Agreement (“Notice”)). As used in this Agreement, “proper cause” shall be:
(a) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.4(a), provided, however, that the Company may terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article 4, or any other restrictive covenant obligations that the Executive has with respect to the Company or its Affiliates;
(b) an act of dishonesty by the Executive if such act has a material adverse impact on the financial interests or business reputation of the Company or its Affiliates;
(c) material failure to perform (other than by reason of disability), or gross negligence or willful misconduct in the performance of, the Executive’s duties hereunder if such negligence or misconduct has a material impact on the financial interest or business reputation of the Company or its Affiliates;
(d) breach of the Executive’s duty of loyalty or other fiduciary duties to the Company or its Affiliates;
(e) willful failure of the Executive to follow the reasonable directives of the CEO or the Board of Directors of the Company pertaining to legal compliance or audits of the Company or its Affiliates within ten (10) days of receiving Notice of any such failure to follow such directives;
(f) the Executive’s conviction of, or plea of nolo contendere to, a crime which the Company reasonably determines materially and adversely affects the reputation of the Company or any of its Affiliates or the Executive’s ability to perform the services required hereunder;
(g) a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to the Company or its Affiliates, that has a material adverse impact on the financial interests or business reputation of the Company or its Affiliates; or
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(h) commission of an act of fraud, embezzlement, or misappropriation by the Executive with respect to his relations with the Company or any of their respective employees, customers, agents, or representatives.
3.5 Good Reason. The Executive may terminate his employment under this Agreement for “good reason.” As used in this Agreement, “good reason” shall be:
(a) a breach by the Company of any of the material provisions of this Agreement, which breach is not remedied within thirty (30) days after receiving written notice of the nature of such breach specifically citing this Section 3.5(a), which notice shall be provided to the CEO and the Company no later than ninety (90) days after the initial existence of such act or omission alleged to cause the breach of a material provision of this Agreement; or
(b) a material diminution in the Executive’s duties, authority, and responsibilities other than changes to which the Executive has consented (which consent shall not be unreasonably withheld), or that have been eliminated or cured within sixty (60) days of receipt by the Company of written notice of the nature of such change, which notice shall be provided to the Company no later than ninety (90) days after the initial existence of such act or omission imposing the alleged material change to the Executive’s duties.
3.6 Severance. If the Executive’s employment under this Agreement is terminated other than for death or disability under Section 3.2 or Section 3.3 hereof or “proper cause” under Section 3.4 hereof or by the Executive for “good reason” under Section 3.5 hereof, the Company shall pay the Executive all amounts to which he may be entitled pursuant to Article 2 hereof up to the Termination Date. Furthermore, conditioned upon the Executive’s execution (and if applicable non-revocation) of a full waiver and release of all claims against the Company and its Affiliates and their respective officers, directors, shareholders, employees and agents in a form that is acceptable to the Company (the “Legal Release”), the Company shall, within forty-five (45) days after the Termination Date (provided such termination constitutes a separation from service for purposes of Section 409A), pay the Executive, in a lump sum less legally required withholdings, an amount equal to the “Severance Amount”, which for purposes of this Agreement shall mean an amount equal to the Executive’s Base Salary Rate as of the Termination Date plus the discretionary bonus, if any, paid to the Executive for the immediately preceding year. The Company shall provide the Legal Release to the Executive for his signature within twenty (20) days of his Termination Date, and the Executive shall deliver to the Company the fully executed Legal Release no later than twenty-one (21) days of his receipt of the Legal Release. The Executive shall not be entitled to any other payments or benefits of any kind except as expressly specified in this Agreement.
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3.7 Voluntary Termination and Termination for Proper Cause. If the Executive voluntarily terminates his employment under this Agreement during the Term other than for “good reason” under Section 3.5 hereof or the Company, with or without prior notice, terminates the Executive’s employment under this Agreement for “proper cause” under Section 3.4 hereof, and provided such termination constitutes a separation from service for purposes of Section 409A, all of the Executive’s rights and benefits, accrued or payable, present or future, under this Agreement including all rights and benefits under any fringe benefit plan or agreement ancillary to this Agreement, shall be immediately forfeited by the Executive. In such event, the Executive’s only rights and benefits shall be to receive base salary compensation accrued through the Termination Date, unpaid reimbursable expenses incurred for the benefit of the Company prior to the Termination Date, vested benefits or amounts under any savings or retirement plans (including excess benefit plans), deferred compensation arrangements or welfare benefit plans, and vested cash and equity amounts with respect to long-term incentive awards and other incentive awards granted to the Executive.
3.8 Executive’s Further Obligations on Termination. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be subject to offset for any lawful indebtedness owed by the Executive to the Company. Upon termination of the Executive’s employment, irrespective of the circumstances, the Executive shall in any event continue to be bound by the applicable provisions of Article 4 hereof.
3.9 Compliance with Section 409A.
(a) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s termination of employment with the Company and its Affiliates the Executive is a “specified employee” as defined in Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to avoid the additional tax under Section 409A, then the Company will defer the payment or the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six months and one business day following the Executive’s Termination Date (or the earliest date as is permitted under Section 409A). Any monthly payment amounts deferred pursuant to this Section will be accumulated and paid to the Executive (without interest) six (6) months and one business day after his termination of employment in a lump sum and the balance of payments due the Executive will be paid monthly or as otherwise provided herein.
(b) It is intended that the Agreement comply with Section 409A, and the Agreement shall be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to the Executive. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be interpreted in a manner so that no payment due to the Executive shall be deemed an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of any payment. The Executive and the Company agree that this Agreement may be amended, by mutual agreement, without any further consideration to the Executive, to the extent needed to avoid penalties under Section 409A.
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Article
4
Confidential Information; Non-Competition.
4.1 Confidential Information. The Executive acknowledges that as a result of the Executive’s employment with the Company, the Executive will use, acquire, and/or add to confidential information of a special and unique nature and value, including without limitation, all non-public information concerning the business and affairs of the Company and its Affiliates (such as historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds on key personnel, personnel training and techniques and materials, systems, procedures, policies, trade secrets, lists of clients and accounts, compensation formulas and amounts, strategies, and other confidential business information and trade secrets of the Company and its Affiliates) (“Confidential Information”). Confidential Information shall not include any information that is or becomes of general knowledge or use other than information that becomes of general knowledge or use because of the Executive’s breach of this Agreement. As a material inducement to the Company to enter into this Agreement, the Executive agrees to treat as secret all such Confidential Information and not to, directly or indirectly, use, disseminate, divulge, copy, or disclose, for any purpose whatsoever, any Confidential Information, during or after the term of this Agreement, except as may be required to fulfill the Executive’s duties hereunder or as required by a court or other tribunal of competent jurisdiction, or by law; provided, however, that the Executive shall give reasonable written notice to the Company in advance of being required to disclose Confidential Information, and shall cooperate with the Company, upon request, to seek appropriate relief to prevent disclosure.
4.2 Return of Confidential Information and Other Company Property. The Executive agrees that all Confidential Information shall remain the property of the Company and its Affiliates. Upon termination of employment, whether such termination was initiated by the Executive or the Company or any of its Affiliates, or at any time the Company and its Affiliates may request, the Executive shall immediately return to the Company and its Affiliates (and shall not retain any copies of) all documents, records, notebooks, computer disks, tapes and similar repositories or documents containing Confidential Information, whether prepared by the Executive or any other person, as well as all other items of the Company’s or its Affiliates’ property in the Executive’s possession, such as mobile or wireless telephones, computers, Personal Digital Assistants, facsimile machines, tape recorders, and automobiles.
4.3 Non-Competition and Non-Solicitation. During the Term and for one year after the termination of this Agreement for any reason, the Executive shall not:
(a) carry on in the United States of America, or, if a court of competent jurisdiction determines that the United State of America is overbroad, then in any U.S. state in which Company is doing business as of the Termination Date, directly or indirectly either for himself or as a member of any partnership, or as a stockholder, director, officer, agent or employee of another person, firm or corporation, or otherwise, any business that competes with the business being carried on by the Company (or their respective successors or permitted assigns) as of the Termination Date; provided however that this Section shall not be violated if the Company acknowledges in writing that such business does not so compete; or
(b) directly or indirectly, induce or attempt to induce any employee of the Company or its Affiliates to leave its employ, or in any way interfere with the relationship between the Company or its Affiliates and any employee; or hire or attempt to hire any person who is or was, during the three months prior to the Termination Date employed by the Company or any of its Affiliates; or induce or attempt to induce any customer, client, or other business relation with the Company or its Affiliates, in either case, as applicable, to cease doing business with the Company or its Affiliates or reduce the amount of business done with the Company or its Affiliates, or in any way interfere or attempt to interfere with the relationship between any such customer, client, or business relation and the Company or its Affiliates, as the case may be (including, without limitation, making any negative or disparaging statements about the Company, its Affiliates and/or their current or former employees).
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4.4 No Conflicts. The Executive hereby represents and warrants to the Company that he is not bound by any agreement which conflicts with or prevents the full performance of his duties and obligations to the Company during or after the term of this Agreement. The Executive shall not improperly use or disclose any proprietary information or trade secrets of any person or entity with whom he has an agreement or to whom he owes a duty to keep such information in confidence.
4.5 Enforcement. If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 4.1, 4.2 or 4.3 hereof, the Company shall have the right and remedy:
(a) to have the provisions of this Agreement specifically enforced by any court having jurisdiction (without posting a bond or other security), it being acknowledged and agreed by the Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and
(b) to require the Executive to account for and pay over to the Company all material compensation, profits, moneys, accruals, increments or other benefits derived or received by the Executive as the result of any transactions constituting a breach of any of the provisions of Sections 4.1, 4.2 or 4.3 hereof, and the Executive hereby agrees to account for and pay over such benefits to the Company.
Each of the rights and remedies enumerated in this Section 4.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity.
4.6 Assignment of Intellectual Property Rights. The Executive hereby irrevocably assigns, transfers and conveys, or shall cause to be assigned, transferred and conveyed to the Company, any and all interest of the Executive in all Intellectual Property (as defined below) created in the course of his employment and used in connection with the business of the Company, to the extent not previously assigned, transferred or conveyed. For purposes of this Agreement, “Intellectual Property” shall include all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, and all trade secrets and confidential information. Subject to the provisions of the last sentence hereof, any Intellectual Property relating to the business of the Company that is developed by the Executive during the Term shall remain the property of the Company. The Executive shall fully cooperate with the Company to take any and all actions necessary to give effect to the provisions of this Section 4.6, including without limitation the execution of documents and the filing of applications. If the Company is unable, after reasonable effort, to secure such cooperation needed to apply for or prosecute any patent, copyright, or other right or protection relating to Intellectual Property, the Executive hereby designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney-in-fact, to act for and on the Executive’s behalf to execute, verify and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights and other rights and protection thereon with the same legal force and effect as if executed by him. Such appointment shall be irrevocable and coupled with an interest.
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4.7 Revision. If any provision of Sections 4.1, 4.2, or 4.3 hereof is held to be unenforceable because of, as applicable, its scope, duration or area, the parties agree that the maximum duration or scope or area reasonable under such circumstances shall be substituted for the stated duration or scope or area, and that the court shall revise the restriction contained herein to cover the maximum duration, scope, and/or area permitted by law. The parties specifically acknowledge and agree that a court of competent jurisdiction may revise the provisions of Sections 4.1, 4.2, or 4.3.
Article
5
Jurisdiction
The parties hereby irrevocably submit to the jurisdiction of the courts of the District of Columbia with respect to the interpretation and enforcement of the provisions of this Agreement and the transactions contemplated hereby. Each of the parties hereby waives any right to assert and agrees not to assert as a defense in any action, suit, or proceeding for the interpretation or enforcement of this Agreement that it is not subject to such action, suit, or proceeding, that such action, suit, or proceeding may not be brought or is not maintainable in said courts, that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Each of the parties hereby consents to and grants any such court jurisdiction over the person of such party and over the subject matter of such action, suit or proceeding and hereby irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such court; provided that nothing herein shall preclude either party from bringing an action, suit or proceeding in any other court for the purpose of enforcing the provisions of this Article 5 or enforcing a judgment previously entered by a court in respect of any such claim.
Article
6
Miscellaneous Provisions.
6.1 Notices. All notices provided for in this Agreement shall be in writing and shall be delivered personally to the party to receive the same, given by electronic means, or when mailed first class postage prepaid, by registered or certified mail, return receipt requested, addressed to the party to receive the same as set forth below, or such other address as the party to receive the same may have specified by written notice given in the manner provided for in this Section 6.1. All notices shall be deemed to have been given as of the date of personal delivery, transmittal or mailing thereof.
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| (a) | If to the Executive, to: | |
| Eon Washington | ||
| c/o the address on file with the Company’s Human Resources Dept. | ||
| (b) | If to the Company, to: | |
| Bridgeway National Corp. | ||
| 1015 15th Street NW, Suite 1030 | ||
| Washington D.C. 20005 | ||
| Attn: Chief Executive Officer | ||
| with a copy to: | ||
| Loeb & Loeb | ||
| 345 Park Avenue | ||
| New York, NY 10154 | ||
| Attn: Mark Goldberg |
6.2 Entire Agreement. This Agreement sets forth the entire agreement of the parties relating to the terms of the Executive’s employment by the Company and continuing obligations to the Company upon separation of employment from the Company, and is intended to supersede all prior negotiations, understandings, and agreements concerning such subject matter. No provision of this Agreement may be waived or changed except by a writing signed by the party against whom such waiver or change is sought to be enforced. Except as to those provisions where notice is required to be given within a specified period of time after the occurrence of the event, the failure of any party to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision.
6.3 Applicable Law. All questions with respect to the construction of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles thereof. If any provision of this Agreement or the application thereof to any party or circumstance is, for any reason and to any extent, deemed invalid or unenforceable, the remainder of this Agreement and the application of that provision to either party or circumstance shall not be affected but rather shall be enforced to the extent permitted by law. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted.
6.4 Dispute. In any action relating to or arising from this Agreement, or involving its application, the parties shall each bear their own respective expenses incurred in connection with the action, including court costs and reasonable attorneys’ fees.
6.5 Headings. The Article and Subject headings are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of any provision of this Agreement.
6.6 Assignment. The Company shall have the right to assign this Agreement, and/or its rights and/or obligations hereunder, to a third party. The Company shall give reasonable written notice to the Executive prior to the effective date of any such assignment. Neither this Agreement nor any of the rights or obligations hereunder shall be assignable by the Executive.
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6.7 Provisions Severable. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
6.8 Waiver. Neither any failure nor any delay on the part of either party hereto to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power, or privilege with respect to any other occurrence.
6.9 Survival. The provisions in this Agreement that contemplate obligations on the Executive’s part after his employment with the Company ends, for whatever reason, shall survive the cessation of his employment.
(Signature Page follows)
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| COMPANY: | ||
| BRIDGEWAY NATIONAL CORP. | ||
| By: | ||
| Name: | Eric Blue | |
| Title: | Chief Executive Officer | |
| EXECUTIVE: | ||
| Eon Washington | ||
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