Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 11, 2022, the Board of Directors (the "Board") and Compensation
Committee of the Board of The OLB Group, Inc. (the "Company" or "OLB") approved
an employment agreement with Mr. Ronny Yakov (the "Yakov Agreement") and an
employment agreement with Mr. Patrick Smith (the "Smith Agreement"). The Yakov
Agreement maintains Mr. Yakov's role as the Company's Chief Executive Officer
through December 31, 2027 and extended for one-year terms thereafter. The Smith
Agreement maintains Mr. Smith's role as the Company's Vice President, Finance
unless terminated or upon his resignation.
The Yakov Agreement increases Mr. Yakov's base salary to $750,000.00 and he will
continue to be eligible for insurance coverages and benefits available to the
Company's employees pursuant to the terms of such plans. Mr. Yakov will also
receive a $490,000 bonus for acquisitions closed by the Company in 2020 and 2021
and he will be eligible to receive an acquisition bonus equal tot two percent
(2%) of the gross purchase price paid in connection with a future acquisition.
Mr. Yakov shall be eligible to receive an annual bonus of Three Hundred Thousand
Dollars ($300,000) based on performance criteria established by the Board. In
addition, on an annual basis, Mr. Yakov shall receive options to purchase up to
200,000 shares of common stock of the Company at an exercise price of $0.001 per
share.
The Yakov Agreement also states that, if Mr. Yakov's employment is terminated
without cause or he voluntarily terminates his employment for good reason, he
will continue to receive his base salary for the remainder of the term along
with all earned bonuses. In the event the termination is in connection with Mr.
Yakov's death, disability or bankruptcy of the Company, he will receive the pro
rata amount of his base salary through the termination date and all bonuses
earned through the termination date.
The Smith Agreement increases Mr. Yakov's base salary to $350,000.00 and he will
continue to be eligible for insurance coverages and benefits available to the
Company's employees pursuant to the terms of such plans. Mr. Smith shall be
eligible to receive an annual bonus of One Hundred Fifty Thousand Dollars
($150,000) based on performance criteria established by the Committee. In
addition, Mr. Smith shall receive options (the "Options") to purchase up to
275,000 shares of common stock of the Company at an exercise price of $0.001 per
share. The Options vest equally over five years at the rate of one-fifth (1/5th)
beginning on the anniversary of the Effective Date of the Agreement.
The Smith Agreement also states that, if Mr. Smith's employment is terminated
without cause or he voluntarily terminates his employment for good reason, he
will continue to receive his base salary for the remainder of the term along
with all earned bonuses. In the event the termination is in connection with Mr.
Smith's death, disability or bankruptcy of the Company, he will receive the pro
rata amount of his base salary through the termination date and all bonuses
earned through the termination date.
The foregoing description of the Yakov Agreement and Smith Agreement is not
intended to be complete and is qualified in its entirety by reference to the
Employment Agreement with Mr. Yakov and Employment Agreement with Mr. Smith
attached to this Current Report as Exhibit 10.1 and 10.2 and incorporated by
reference into this Item 5.02.
There is no arrangement or understanding between Mr. Yakov and any other person
pursuant to which he was selected as Chief Executive Officer. In addition, there
are no familial relationships between Mr. Yakov and any director or executive
officer of the Company, and Mr. Yakov has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
There is no arrangement or understanding between Mr. Smith and any other person
pursuant to which he was selected as Vice President, Finance. In addition, there
are no familial relationships between Mr. Smith and any director or executive
officer of the Company, and Mr. Smith has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Exhibit Description
10.1 Employment Agreement by and between the Company and Ronny Yakov
10.2 Employment Agreement by and between the Company and Patrick Smith
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