HOUR LOOP, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
In connection with
Pursuant to the Director Agreement,
The Director Agreement provides that, during the term of the Director Agreement,
in exchange for her services, the Company shall issue to
The Director Agreement provides that if at the Company's request
The Director Agreement provides that, during the applicable term, the Company
will reimburse the director for all reasonable out-of-pocket expenses incurred
by them in attending any in-person meetings, provided that the director complies
with the generally applicable policies, practices and procedures of the Company
for submission of expense reports, receipts or similar documentation of such
expenses. Any reimbursements for allocated expenses (as compared to
out-of-pocket expenses of the director in excess of
The Director Agreement contains customary confidentiality provisions, customary provisions relating to the Company's ownership of intellectual property created by the director, customary representations and warranties by the parties and other customary miscellaneous provisions.
Also on
Pursuant to the terms of the Lai Addendum, the parties agreed that for the
Company's 2023 fiscal year,
If the Company grows its net profits (excluding taxes) to at least
(ii) If the Company grows its net profits (excluding taxes) to at least
The satisfaction of the conditions set forth above will be determined following the end of the 2023 fiscal year, and, for the avoidance of doubt, only one of the bonus amounts, if at all, will be payable, and the target bonus set forth above is in addition to the guaranteed bonus set forth in the original agreement.
Pursuant to the terms of the Yu Addendum, the parties agreed that for the
Company's 2023 fiscal year,
(i) If the Company acquires at least 100 new vendors during the 2023 fiscal
year,
(ii) If the Company acquires at least 135 new vendors during the 2023 fiscal
year,
The satisfaction of the conditions set forth above will be determined following the end of the 2023 fiscal year, and, for the avoidance of doubt, only one of the bonus amounts, if at all, will be payable, and the target bonus set forth above is in addition to the guaranteed bonus set forth in the original agreement.
The foregoing description of the Director Agreement, the Lai Addendum and the Yu Addendum is qualified in its entirety by reference to the complete terms and conditions of the Director Agreement, the Lai Addendum and the Yu Addendum, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and is incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit Description 10.1 Director Agreement, dated as ofFebruary 20, 2023 , by and between the registrant andHillary Bui . 10.2 Addendum No. 2 to Executive Employment Agreement, dated as ofFebruary 20, 2023 , by and between the registrant andSam Lai . 10.3 Addendum No. 2 to Executive Employment Agreement, dated as ofFebruary 20, 2023 , by and between the registrant andSau Kuen Yu . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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