Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Directors; Compensatory Arrangements of Certain
Officers.
On July 25, 2022, Awaysis Capital, Inc. (the "Company") entered into an
Employment Agreement (the "Employment Agreement") with Tyler Trumbach, the
Company's Chief Legal Counsel and a director.
Pursuant to the Employment Agreement, Mr. Trumbach will receive an annual base
salary of $150,000 (the "Base Salary"), payable in shares of common stock of the
Company or cash, depending on cash availability. The Base Salary will be
reviewed on an annual basis to determine potential increases, if any, based on
Mr. Trumbach's performance and that of the Company. Additionally, Mr. Trumbach
may earn an annual bonus of up to 200% of Base Salary, payable based on
performance in the previous fiscal year, and based on the achievement of
objectives agreed to with the Company's Chief Executive Office and/or President
for each particular fiscal year.
Mr. Trumbach is also entitled to customary benefits and vacation, and is subject
to customary confidentiality, ownership of intellectual property,
non-disparagement, non-solicitation and non-compete provisions, as described in
the Employment Agreement.
The Employment Agreement may be terminated by the Company at any time without
prior notice for "Cause", as defined in the Employment Agreement. Upon
termination for Cause, Mr. Trumbach will be provided with any unpaid, earned
Base Salary up to the date of termination.
The Employment Agreement may be terminated at any time without Cause, and
provided that Mr. Trumbach executes a general release, the Company shall pay to
Mr. Trumbach an amount equal to 12-months' Base Salary (the "Severance") plus
accrued unused vacation; provided that the Company shall not be required to pay
the Severance in the event the Company elects to enforce the Employment
Agreement's non-competition provisions and pay salary post-termination pursuant
to the terms of the Employment Agreement.
Mr. Trumbach can terminate the Employment Agreement and his employment at any
time for any reason on 30 days prior written notice. In case of "Good Reason,"
as defined in the Employment Agreement, the Company shall pay to Mr. Trumbach
the Severance plus accrued unused vacation; provided that the Company shall not
be required to pay the Severance in the event the Company elects to enforce the
Employment Agreement's non-competition provisions and pay salary
post-termination pursuant to the terms of the Employment Agreement.
Mr. Trumbach will be entitled to participate in the Company's incentive plans,
and shall initially be granted options to purchase 500,000 shares of the
Company's common stock.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
10.1 Employment Agreement with Tyler Trumbach
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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