Item 5.02. Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
Termination and Severance Agreement for Mark T. Mersman
On September 18, 2018, the Board of Directors (the “Board”) of NewBridge Global Ventures, Inc. (the “Company”) terminated the Company’s employment agreement with Mark T. Mersman, Chief Executive Officer of the Company (the “Mersman Termination”) and Mr. Mersman was removed as a member of the Board, effective September 18, 2018.
As previously disclosed in the Current Report on Form 8-K, filed on August 31, 2018, the Company appointed Todd Lee as its President. The Company has now designated Mr. Lee as the Company’s Principal Executive Officer.
In connection with the Mersman Termination, Mr. Mersman and the Company entered into a Separation Agreement (the “Mersman Severance Agreement”), effective September 24, 2018 (the “Mersman Effective Date”).
Pursuant to the terms of the Mersman Severance Agreement, the Company will pay Mr. Mersman all of his earned but unpaid salary, which, as of September 18, 2018, amounts to $32,655 as well as twelve (12) monthly payments of $12,500, commencing on December 1, 2018. All of Mr. Mersman’s unvested options that were outstanding as of September 18, 2018 immediately vested as of the Mersman Effective Date. The Mersman Severance Agreement prohibits Mr. Mersman from selling more than two percent (2%) of the shares of common stock beneficially owned by him during any thirty (30) day period between October 1, 2018 through March 31, 2019, and more than five percent (5%) of the shares of common stock beneficially owned by him in any thirty (30) day period thereafter. In exchange for these cash payments, Mr. Mersman agreed to a general release in favor of the Company.
The foregoing summary of the Mersman Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the Severance Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Termination and Severance Agreement for Scott A. Cox
On September 18, 2018, the Board terminated the Company’s employment agreement with Scott A. Cox, Vice President of Corporate Development (the “Cox Termination”).
In connection with the Cox Termination, Mr. Cox and the Company entered into a Separation Agreement (the “Cox Severance Agreement”), effective September 24, 2018 (the “Cox Effective Date”).
Pursuant to the terms of the Cox Severance Agreement, the Company will pay Mr. Cox all of his earned but unpaid salary, which, as of September 18, 2018, amounts to $32,297, as well as twelve (12) monthly payments of $12,500, commencing on December 1, 2018. All of Mr. Cox’s unvested options that were outstanding as of September 18, 2018 immediately vested as of the Cox Effective Date. The Cox Severance Agreement prohibits Mr. Cox from selling more than two percent (2%) of the shares of common stock beneficially owned by him during any thirty (30) day period between October 1, 2018 through March 31, 2019, and more than five percent (5%) of the shares of common stock beneficially owned by him in any thirty (30) day period thereafter. In exchange for these cash payments, Mr. Cox agreed to a general release in favor of the Company.
The foregoing summary of the Cox Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the Severance Agreement attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.