Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 1, 2021, the Board of Directors (the "Board") of Kyto Technology and Life Science, Inc. (the "Company") approved the Employment Agreement between the Company and Paul Russo, the chief executive officer of the Company (the "Employment Agreement"). By agreement of the parties, the Employment Agreement is effective as of January 1, 2021. Pursuant to the Employment Agreement, Paul Russo will perform the duties and responsibility that are commensurate with the position of chief executive officer, reporting directly to the Board.

Pursuant to the Employment Agreement, Paul Russo will receive a base salary of $400,000 per year, 40% of which will be deferred until the Company's common stock begins trading on the NASDAQ stock market. Paul Russo is entitled to an annual discretionary performance bonus targeted at 50% of his base salary at the discretion of the Board. Paul Russo will also receive a grant of options to purchase 800,000 shares of the Company's common stock.

The Company has the right to terminate Paul Russo's employment at any time. In the event of termination without cause, Paul Russo is entitled to receive six months of his annual base salary and the cost of six months of his life insurance policy.

The description of the Employment Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





Exhibit    Description
  10.1     Employment Agreement between Kyto Technology and Life Science, Inc. and
           Paul Russo, dated February 1, 2021

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