Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Bruce Kalem Employment Agreement
As previously disclosed on EVO Transportation & Energy Services, Inc.'s (the
"Company") Current Report on Form 8-K filed on February 14, 2023, on February 8,
2023, Bruce Kalem was appointed as the Company's Chief Financial Officer. On
March 15, 2023, the Company entered into an executive employment agreement dated
and effective February 8, 2023 with Mr. Kalem (the "Employment Agreement") for
an initial term of two years, with automatic extensions (absent notice to the
contrary) of one year upon the expiration of the initial term or any renewal
term. Under the Employment Agreement, Mr. Kalem is entitled to base compensation
of $240,000 per year, reimbursement of certain expenses and incentive
compensation that is based on Mr. Kalem's performance as determined by the
compensation committee of the Company's board of directors, provided that his
target bonus opportunity for 2023 will not be less than 15% of his base salary.
The Company agreed to grant Mr. Kalem 1,426,493 restricted stock units, which
will be eligible to vest in equal installments over three years. In addition,
Mr. Kalem will be entitled to additional equity awards pursuant to any plans or
arrangements the Company may have in effect from time to time.
If Mr. Kalem is terminated without cause or he resigns with good reason, he will
be entitled to receive severance, subject to his execution and non-revocation of
a release of claims in favor of the Company and its officers, directors and
affiliates, equal to any unpaid base salary, reimbursement for unpaid expenses
and all other accrued payments or benefits through the termination date, plus
three months' base salary and certain health insurance premium payments. The
Employment Agreement also includes a customary confidentiality covenant and
six-month post-termination non-competition and non-solicitation covenants.
The foregoing summary description of the Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1+ Executive Employment Agreement between EVO Transportation & Energy
Services, Inc. and Bruce
Kalem, dated and effective as of February 8, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Management contract or compensatory plan or arrangement.
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