White River Energy Corp.
04/29/2024 | Press release | Distributed by Public on 04/29/2024 14:02
Material Agreement - Form 8-K
Item 1.01 Entry into a Material Definitive Agreement.
On April 23, 2024, the Board of Directors (the "Board") of White River Energy Corp (the "Company") approved the following:
| (i) | The Board approved, and the Company entered into, amendments to the respective Employment Agreements with Randy May, Chief Executive Officer, and Jay Puchir, Chief Financial Officer, under which (i) the increase in annual base salary for each of Mr. May and Mr. Puchir to $1,000,000 will become effective on May 1, 2024; and (ii) retroactive to April 1, 2024, Mr. May and Mr. Puchir are eligible to earn a royalty of 1.0% of gross proceeds from the sale of federal income tax credits originally issued to a Native American tribe; | |
| (ii) | The Board appointed Livio Stan, the Chief Executive Officer of Truuli Environmental, Inc., as an "executive officer" of the Company for purposes of the Securities Exchange Act of 1934, and approved certain of Mr. Stan's employment terms consisting of an annual base salary of $350,000 plus monthly stipends for car and phone allowances; 4,230,000 restricted stock units ("RSUs") under the Company's 2022 Equity Incentive Plan (the "Plan") vesting equally over a five year period subject to continued service as an employee of the Company; a 0.5% commission on all gross proceeds from sales of federal income tax credits; and the right to purchase tax credits at a purchase price of $0.50 per $1.00 of tax credits, provided that Mr. Stan will be limited to purchasing a number of tax credits amounting to his taxable income for the current or prior year resulting in a net $0 federal tax liability. The Board previously approved a grant of 4,230,000 RSUs (the "Prior Grant") to Mr. Stan, but the Prior Grant was cancelled to effect the grant of 4,230,000 RSUs under Mr. Stan's Employment Agreement with the Company; | |
| (iii) | The Board adopted an amendment to the Plan to increase the number of shares authorized under the Plan to 31,500,000 shares; | |
| (iv) | The Board approved and the Company granted each of its non-employee directors, Greg Landis, Danny Hames, and James Cahill, 250,000 RSUs under the Plan, vesting over one-year in four equal quarterly installments on the last day of each quarter beginning with the quarterly period beginning on April 1, 2024, subject to continued services as a director on the applicable vesting date; | |
| (v) | The Board approved an amendment to the delivery terms of all outstanding RSUs issued under the Plan, including those granted to the executive officers and directors referred to above, to provide that the shares of common stock underlying the RSUs will be delivered promptly following each applicable vesting date, subject to continued services with the Company as of the applicable vesting date. |
On April 23, 2024, the Company amended its Employment Agreement with Richard Horgan, the Company's Senior Vice President of Mergers and Acquisitions, pursuant to which Mr. Horgan's annual base salary was increased to $225,000 effective May 1, 2024. Mr. Horgan is the son-in-law of our Chief Executive Officer, Randy May. The foregoing description of the amendment to the Employment Agreement with Mr. Horgan does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.4.
The descriptions of the Employment Agreements described above do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.1 through 10.4.