Item
1.01
Entry Into a Material Definitive
Agreement
On
August
16, 2007, at a meeting of the Board of Directors of Kesselring Holding
Corporation (the “Company”), the Board of Directors of the Company appointed
Douglas P. Badertscher as the President and Chief Executive Officer of the
Company. On October 25, 2007,
effective August 15, 2007, Mr. Badertscher and the Company entered into an
Employment Agreement regarding the same.
On December 12, 2007, Mr. Badertscher
and the Company entered into an
Amended and Restated Employment Agreement (the “Badertscher Agreement”). The Badertscher Agreement contains
the following terms:
·
base salary of $250,000 per year;
·
the issuance of an option to purchase 2,500,000 shares of common
stock of which 625,000 shall vest on November 15, 2007, 625,000 shall vest
on
February 15, 2008, 625,000 shall vest on May 15, 2008 and 625,000 shall vest
on
August 15, 2008 at an exercise price of $0.30 per share on a cash or cashless
basis;
·
participation in the Company’s general employee incentive stock
plan;
·
subject to cash availability, an annual operating income bonus,
accrued and paid quarterly, equal to the greater of $35,000 or 3.0% of that
fiscal year’s Operating Income is required to paid no later than 75 days
following the end of the quarter in which the bonus payment
accrued;
·
subject to cash availability, an acquisition bonus equal to
one-half of 1% of the Gross Revenue of the third-party acquisition
targets;
·
participation in all employee benefit plans and programs;
and
·
reimbursement of reasonable expenses.
The
term
of the employment agreement is 36 months that may be renewed for one-year
periods unless either party notifies the other within 60 days prior to the
end
of the initial or renewal employment term of its intent to terminate the
agreement.