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EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 24th day of August 2021 (the “Effective
Date”), by and between ORBSAT CORP, a Nevada corporation with offices at 18851 N.E. 29th Ave, Suite 700,
Aventura, FL 33180 (the “Corporation”), and DOUGLAS S. ELLENOFF (the “Mr. Ellenoff”), under
the following circumstances:
The Corporation desires to employ Mr. Ellenoff to provide the services of Mr. Ellenoff upon the terms and conditions hereinafter set
Mr. Ellenoff desires to be employed by the Corporation and to serve as a director of the Corporation upon the terms and conditions hereinafter
THEREFORE, the parties mutually agree as follows:
Employment. The Corporation hereby employs Mr. Ellenoff, and Mr. Ellenoff hereby accepts the employment by the Corporation, subject
to the terms and conditions set forth in this Agreement. The Corporation hereby employs Mr. Ellenoff, and Mr. Ellenoff hereby agrees
to be employed by the Corporation, for the period and subject to the terms and conditions set forth herein. In performance of the employment
pursuant to this Agreement, neither party will be deemed to have created a partnership, or joint venture with the other. The services
to be provided by Mr. Ellenoff do not include the provision of legal advice.
Duties. Mr. Ellenoff shall serve as Vice Chairman of the Board and Chief Business Development Strategist of the Corporation, with
such duties, responsibilities, and authority as are commensurate and consistent with his position, as may be, from time to time, assigned
to him by the Board of Directors (the “Board”) of the Corporation. Mr. Ellenoff shall also be appointed to serve as
a member of the Corporation’s Board within five (5) business days of the execution of this Agreement. During the term of Mr. Ellenoff’s
service as Chief Development Strategist, the Board shall nominate and renominate Mr. Ellenoff to be re-elected to the Board. During the
Term (as defined in Section 3), Mr. Ellenoff shall devote such time and effort as he believes is necessary to the performance of his
duties hereunder. Mr. Ellenoff, and his law firm, Ellenoff Grossman & Schole LLP, are not being engaged to provide legal services
to the Corporation. This Agreement shall impose no restriction upon the amount of time Mr. Ellenoff devotes to the conduct of other business
affairs (including without limitation Mr. Ellenoff’s fulfillment of his obligations as a partner of the law firm of Ellenoff Grossman
& Schole LLP) and charitable, professional, and investment activities. Mr. Ellenoff shall notify Corporation of any physical, mental
or emotional incapacity resulting from injury, sickness or disease that materially affects Mr. Ellenoff’s ability to carry out
the duties and responsibilities of his position. The Corporation shall keep such information confidential and use it solely for purposes
of this Agreement.
Term of Employment. The term of Mr. Ellenoff’s employment hereunder, unless sooner terminated as provided herein (the “Term”),
shall be for a period of three (3) years from the date hereof.
Compensation of Mr. Ellenoff.
Restricted Stock. In consideration for his service as a member of the Board of Directors of the Corporation, Mr. Ellenoff shall
receive a Restricted Stock Award (the “RSA”) of forty thousand (40,000) shares of the Corporation’s Common Stock within
five (5) business days of the time of execution of this Agreement, and an RSA of twenty thousand (20,000) shares of the Corporation’s
Common Stock on each succeeding annual anniversary of the execution of this Agreement provided that Mr. Ellenoff served on the Board
of Directors of the Corporation at any time during the prior year. Such RSAs shall be fully vested upon issuance, and shall be issued
outside of any existing equity, option or incentive plan of the Corporation. The Corporation at its sole expense shall make provision
for the registration of the reoffer and resale by Mr. Ellenoff of the securities granted to Mr. Ellenoff pursuant to the RSA.
Cash Compensation. Mr. Ellenoff shall not be entitled to receive any cash compensation.
In consideration of his services as Chief Business Development Strategist, within five (5) business days of the date of execution of
this Agreement, Mr. Ellenoff will receive options (the “Options”) to purchase a total of one million five hundred
thousand (1,500,000) shares of the Corporation’s Common Stock (“Shares”); the Options shall be issued outside
of any existing equity, option, or incentive plan of the Corporation.
The exercise price of the Options shall be $5.35 (Five Dollars and Thirty-Five Cents) per share; the Options shall be immediately exercisable
upon vesting; and the Options shall terminate on the fifth anniversary of the date the Options vest, unless sooner terminated pursuant
to the terms of this Agreement.
The Options to purchase the 1,500,000 Shares shall vest as follows:
Options to purchase three hundred thousand (300,000) shares shall vest immediately upon issuance; thereafter, Options to purchase an
additional one hundred fifty thousand (150,000) shares shall vest on each of the next three annual anniversaries of the Effective Date,
provided that this Agreement remains in full force and effect as of such dates.
Options to purchase 750,000 Shares shall vest at the rate of 250,000 per year on each of the first three anniversaries of the Effective
Date if the following vesting conditions were satisfied during the prior year: Mr. Ellenoff shall have introduced the Corporation to
twelve (12) or more potential Business Transactions (defined below) intended to expand the business of the Corporation during the preceding
year, one of which the Chief Executive Officer (“CEO”) determined was sufficiently of interest to the Corporation
to cause an in person or virtual meeting with the relevant parties. Potential Business Transactions could consist of US-based or international
license, distribution, joint venture, partnership, acquisition, merger, asset purchase, or capital stock exchange, opportunities. Notwithstanding
the requirements stated above, should the CEO believe that Mr. Ellenoff has provided sufficient other benefits and value to the Company,
the CEO may, in his sole and absolute discretion, waive the requirements in any given year and Mr. Ellenoff will be fully entitled to
the vesting of Options for such period.
All Options shall vest immediately upon a Change in Control (as defined in this Agreement).
Mr. Ellenoff shall be entitled to cashless exercise of his Options. Specifically, the exercise price shall be paid to the Corporation
by means of the Corporation withholding: (A) the number of Shares necessary to pay the exercise price of the Options; and (B) the number
of Shares Mr. Ellenoff authorizes in writing for the Corporation to withhold for purposes of income taxes Mr. Ellenoff may owe as a result
of exercising his Options. The Corporation shall pay to the U.S. Internal Revenue Service and New York Division of Revenue the value
of such withheld shares in accordance with, and within the times required by, the Internal Revenue Code and applicable regulations.
The Corporation at its sole expense shall make provision for the immediate registration of, reoffer, and resale by Mr. Ellenoff of the
Shares issuable to him upon exercise of the Options in accordance with the registration rights agreement annexed hereto as Exhibit
The Options shall be subject to a standard weighted average anti-dilution provision and any Option award agreement shall contain such
Reimbursement of Expenses. The Corporation shall pay or reimburse Mr. Ellenoff for all reasonable out-of-pocket expenses actually
incurred or paid by Mr. Ellenoff in the course of his employment, consistent with the Corporation’s policy for reimbursement of
expenses which may be modified from time to time without notice.
Participation In Benefit Plans. Mr. Ellenoff shall be eligible to participate in…
Read More:Form 8-K ORBSAT CORP For: Aug 24