Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On January 19, 2020, Marc. S. Schessel's employment as CEO of SCWorx, Corp., a
Delaware corporation, ceased by mutual agreement, and the Company and Mr.
Schessel concurrently entered into a consulting agreement ("Consulting
Agreement") under which Mr. Schessel will provide consulting services to the
Company.
The Company's current President and COO, Mr. Hannibal, will oversee the
Company's day to day operations.
The Consulting Agreement terminated Mr. Schessel's employment agreement and
non-competition agreement, each dated February 1, 2019 with the Company, so that
neither the Company nor Mr. Schessel has any further obligations thereunder.
Under the terms of the Consulting Agreement, Mr. Schessel will report to and
take direction from Timothy Hannibal, the President of the Company, and will
provide full time consulting services with respect to its software and personal
protective equipment sales, customer relationship management, software
development and support of the Company's data management business.
The Consulting Agreement provides for annual consulting fees of $295,000. In
addition, such agreement provides for cash and equity bonuses based on revenue
generation. The Consulting Agreement is for a term of two years, but may be
terminated by the Company for "cause" (as defined) or by either party for any
reason or no reason upon sixty days prior notice. The Consulting Agreement also
contains non-competition and non-solicitation provisions which are applicable
during the term of the Consulting Agreement and for a period of two years
thereafter.
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