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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
January 24, 2024
| SPLASH
BEVERAGE GROUP, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| |
| Nevada |
| (State or Other Jurisdiction of Incorporation) |
| 001-40471 |
|
34-1720075 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
| |
1314 East Las Olas Blvd, Suite 221
Fort Lauderdale, Florida 33316 |
|
| (Address of Principal Executive Offices) |
| |
| (954) 745-5815 |
| (Registrant’s Telephone Number, Including Area Code) |
| |
| (Former Name or Former Address, if Changed Since Last Report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Common Stock, par value $0.001 per share |
|
SBEV |
|
NYSE American LLC |
| Warrants to purchase shares of common stock |
|
SBEV-WT |
|
NYSE American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
January 24, 2024, the Board of Directors of Splash Beverage Group, Inc. (the “Company”) appointed Ms. Stacy McLaughlin
to serve as Chief Financial Officer of the Company, effective as of the same date.
Prior to joining the Company,
Ms. McLaughlin, 42, was the Chief Financial Officer of Material Technologies, Corp. from 2022 to 2023. From 2013 to 2021, Ms. McLaughlin
was the Vice President and Chief Financial Officer of Willdan Group, Inc. (Willdan), and prior to that, she was their Compliance
Manager from 2010 to 2013. During her tenure at Willdan, she was responsible for accounting and finance functions, SEC reporting,
investor relations, treasury, and managed a follow-on equity offering. Prior to Willdan, Ms. McLaughlin was, from 2009 to 2010,
Senior Associate at Windes & McClaughry Accountancy Corporation and, from 2004 to 2009, Senior Audit Associate at the public
accounting firm KPMG LLP. Ms. McLaughlin has a Masters in Accounting from the University of Southern California and BS from the
University of Arizona. Ms. McLaughlin is a Certified Public Accountant (CPA).
There is no family relationship
between Ms. McLaughlin and any director or executive officer of the Company. There are no transactions between Ms. McLaughlin and
the Company that would be required to be reported under Item 404(a) of Regulation S-K.
There is no arrangement
or understanding between Ms. McLaughlin and any other persons, pursuant to which she was selected as Chief Financial Officer. Ms.
McLaughlin has not engaged in any transaction, or any currently proposed transaction, in which the Company was or is to be a participant
and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.
There are no family relationships between Ms. McLaughlin and any director or executive officer of the Company.
In connection with Ms. McLaughlin’s
employment as Chief Financial Officer of the Company, Ms. McLaughlin and the Company entered into an employment agreement (the
“McLaughlin Employment Agreement”), dated as of January 22, 2024, effective as of January 24, 2024. Ms. McLaughlin
will serve as Chief Financial Officer until the next meeting of stockholders, or until her
earlier death resignation or removal.
The foregoing description
of the McLaughlin Employment Agreement is qualified in its entirety by reference to the full text of the McLaughlin Employment
Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference.
In
connection with Ms. McLaughlin’s appointment as Chief Financial Officer, former
Interim Chief Financial Officer, Fatima Dhalla, has resigned as the Interim Chief Financial Officer of the Company, effective
January 19, 2024.
Item
9.01 Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
SPLASH BEVERAGE GROUP, INC. |
| |
|
|
| Dated: January 30, 2024 |
By: |
/s/ Robert Nistico |
| |
Name: |
Robert Nistico |
| |
Title: |
Chief Executive Officer |
EXHIBIT 10.1
EMPLOYMENTAGREEMENT
This
EMPLOYMENT AGREEMENT
(this “Agreement”),
dated January
22, 2024,
is entered
into by and
between Splash Beverages
Inc., a Nevada
Corporation (the “Company”),
and Stacy
McLaughlin (“Executive”) XXXXXXXXXXX
Florida XXXXX.
PRELIMINARY
STATEMENTS
The
Company desires for Executive to serve
as Chief
Financial Officer of
the Company, and Executive desires
to serve in such capacity with the Company
on the terms and conditions as hereinafter
set forth.
NOW,
THEREFORE, the
parties hereto agree
as follows:
STATEMENT
OF AGREEMENT
Section
1. EMPLOYMENT
Section
1.1 Term of Employment. The
Company shall continue to employ
Executive commencing on January 24, 2024
and continuing, with no fixed termination date, until
either party gives proper notice to the other as required
in Section 3.1 to terminate the Agreement. The
period during which the
Executive is employed by the Company
is herein referred to as
the “Term”,
and shall be
deemed to commence on the
date of this Agreement,
January 24, 2024.
Section
1.2 Title and Duties.
During the Term, Executive shall be employed
as Chief Financial Officer (“CFO”)
of the Company. Executive
shall further perform such reasonable executive and managerial
responsibilities and duties
consistent with the title and position
of CFO as outlined in the Offer Letter and as may be assigned
to Executive from time
to time by the Chief
Executive Officer (CEO) and or the Board of Directors of
the Company (the “Board’’).
Executive shall report to the CEO. Executive shall
diligently devote Executive’s business
skill, time and effort to
Executive’s employment hereunder
and shall not
serve any
other entity in
any capacity other
than as an
advisor or board
director without the consent
of the Board, provided, however, that Executive shall be
entitled annually to vacation
(subject to Section 1.3)
and sick leave pursuant to
policies adopted by the Company from time to time
for employees of the Company,
and may engage in civic and charitable activities to
the extent they
do not materially interfere with her performance of
her duties hereunder.
Section
1.3 Vacation
Executive shall
receive four
weeks of paid
vacation per year
which shall accrue
and be recorded
in accordance
with the Company’s
governing policies.
The scheduling of Executive’s
vacation must be approved in advance by the
Company in consideration
of business
needs and
operating requirements.
Executive shall
only be permitted
to take
two weeks of
vacation at one
time unless special
permission is granted
by the Company. Executive shall not receive
pay in lieu of vacation,
except as required by law upon termination or
separation from
employment.
Section
2. COMPENSATION
Section
2.1 Salary.
The Company
shall pay Executive
during the
Term an annual base salary (the “Base
Salary”) of $325,000 payable in accordance with the
Company’s regular payroll practices, with such payroll deductions and withholdings as required by law. Executive will
be eligible for a Base Salary increase each year, based on cost of living adjustments and the performance of the Executive.
The aforementioned Base Salary increases will be determined by the CEO.
Section
2.2 Stock Grants and Options Executive shall
be entitled to Splash
Beverage Group Inc.’s Equity
and Stock Plan
and as outlined
in the Offer
Letter (See schedule
A below).
Section
2.3 Bonus Opportunity. For each full year of the Term, Executive shall
be eligible for a discretionary annual bonus, as
determined by the CEO, of up
to 50% of Executive’s Base Salary.
Executive must be employed as of the final date of the evaluation period to
be eligible for
the discretionary annual
bonus.
Section
2.4 Expenses. Executive
shall be
entitled to
receive prompt reimbursement for
all reasonable business
expenses incurred by
Executive in the
performance of Executive’s
duties for the Company during the Term, in accordance with
the policies and procedures adopted by
the Company from
time to time
for executive officers
of the Company. Executive shall furnish
appropriate documentation of such expenses, including documentation required
by the Internal
Revenue Service
Section
2.5 Benefits. During the Term, Executive shall be entitled to participate in all qualified
plans, holidays and
other employee benefits
which the Company,
in its sole
discretion ,
may maintain
from time to
time for the
benefit of its
employees in
general, or,
if the Company should discontinue
or cause to be discontinued any such
benefits, then similar benefits, if any, as may be provided by the Company to its employees
in general. Nothing herein
requires the Company
to establish
or maintain
any specific
benefit plan.
Section
3. TERMINATION
OF EMPLOYMENT
Section
3.1 Termination. The
Company shall have
the right to
terminate Executive’ s employment hereunder
upon twenty one (21) days prior written notice, and Executive shall have the right to
resign upon twenty one (21)
days prior written notice, for any
reason or for no stated
reason, at any time. The notice
period does not commence until the notice is actually
received by the other party. The notice period shall
be deemed to be waived
in the event of termination of Executive with
cause. The Company reserves the right to require immediate termination with pay in-lieu of the twenty day notice
period.
Section
3.2 Rights of Executive Upon Termination. In the event that
Executive’s employment is terminated for any reason or no
reason, the Company shall have
no further obligation to Executive under
this Agreement except for payment, subject to
any right of set-off, to Executive of
(A) Executive’s accrued, but unpaid Base Salary
through the date of termination, (B)
accrued but unused vacation (to the extent legally required to be paid), and (C)
any unreimbursed expenses , subject to Section 2.4.
In
addition, in the event
that Executive is terminated
by the Company without cause (as defined below),
Executive shall be entitled
to severance
(“ Severance”) of
continued payment of
Executive’s Base
Salary in effect
at the
time of
termination of
employment for a
period of
twelve (12) months
following such
termination in
accordance with
the Company’
s regular payroll practices. Notwithstanding the
foregoing, receipt of Severance
shall be conditioned
upon Executive
executing a
customary release
within thirty (30)
days of the receipt
thereof by the
Company. Such customary
release may not
include the release of
disputes or claims relating
to Executive ‘
s participation in the Splash Beverage Stock / Equity
Plan. Provided such
customary release has been signed and not
revoked, such severance payments shall
begin on the next regular
payroll date after the 45th day after
the Executive’s termination
date in accordance with the Company’ s
regular payroll practices and
with such payroll
deductions and
withholdings as
required by
law.
“Cause”
(whether or not capitalized) includes,
as determined by the Company, Executive’s:
(i) being convicted
of fraud
or other
material acts
of dishonesty
with respect to the
Company; (ii)
commission of
a felony
or misdemeanor
involving moral turpitude;
(iii)
willful disobedience
of or insubordination
with respect
to a lawful
directive that causes
material harm
to the Company;
(iv) intentional
neglect of
the performance
of duties which Executive fails to cure
(if curable) within ten days of
receipt of written notice from the Company
(so long as not recurring
in nature for which Executive received prior notice in
respect thereof); (v) intentional withholding or
nondisclosure of material
information to the Company that causes material harm to
the Company; (vi) knowingly acting
to the
detriment of
the Company for
a party (other
than any governmental authority or agency)
whose interests are adverse to
the Company; (vii) disclosing
Company information materially prejudicial to the
Company other than in the course of performing
her duties
with the
Company; (viii)
being convicted
of a felony;
(ix) possession or use
by Executive of drugs or
prohibited substances or the
excessive drinking
of alcoholic beverages on
a recurring basis which impairs
Executive’s ability to perform her duties under this
Agreement; or (x) material violation of any written
personal conduct or
ethics code
adopted by
the Company,
which, if
curable, Executive
fails to cure
within ten
days of
receipt of
written notice
from the
Company.
Section
3.3 Obligations
of Executive Following
Termination. In
the event that Executive
‘ s employment
is terminated pursuant to
Section 3.1, Executive shall have
no further obligations hereunder
(other than
under Sections 4 and; and
to provide reasonable cooperation
to the
Company respecting
a transition
of Executive’s
duties without
charge to the
Company (but
subject to reimbursement
by the Company
of any reasonable
out-of- pocket costs
incurred by
Executive in
the course
of such cooperation
with the Company’s prior approval
for the reimbursement).
Section
4. COVENANTS.
Section
4.1 Restrictive
Covenants.
(a) Non-Competition. Executive absolutely
and unconditionally covenants and agrees that for the period commencing on the effective
date of this Agreement, and continuing during
the Term and for
a period of six months
thereafter (the “Restrictive
Period’’), Executive shall not directly as an employee, consultant, partner or owner
(other than a 2%
or less equity interest in a publicly
traded company), engage or participate in a
competing business. The term “competing business” means
(i) the manufacture, marketing,
development, licensing, distribution
and/or sale of any Tequila, Sports Drink or single serve wine based beverages, and
(ii) any other business being conducted by the Company during
the Term.
(b) Non-Solicitation.
Executive absolutely and unconditionally covenants and agrees that
during the Term and the Restrictive Period,
Executive shall not, either
directly or indirectly,
for any reason,
whether for
Executive’s own
account or for
the account
of any other person, natural or
legal, without the
prior written consent of the Company:
(i) solicit, employ,
hire, deal with
or otherwise
interfere with any
contract or
relationship of the Company with
any employee, officer,
director or any independent contractor of the Company
(including the Company’s
subsidiaries), while such
person or
entity is employed by or
associated with the Company or in the case of former employees
within one year of the termination of such person’s
employment with the Company during the Restrictive Period
(unless such person was
terminated by the Company); (ii) solicit,
accept, deal with or otherwise interfere
with any existing or proposed contract
or relationship of the Company
with any person, natural or legal,
who is an investor, customer, client
or supplier of the
Company during
the Restrictive Period.
(c) Use and Treatment of Confidential Information. Executive agrees not
to disclose, divulge, publish, communicate, publicize, disseminate or otherwise reveal, either directly or indirectly, any
Confidential Information to any person, natural or legal, except in
the performance of
Executive’s duties during Executive’s
employment by the Company.
The term “Confidential Information” means all information in any
form relating to
the past, present or future
business affairs, including without limitation,
research, development or business plans, operations or systems, of the Company or a person not a party to this Agreement
whose information the Company has in its
possession under obligations
of confidentiality , which is disclosed by the Company to Executive
or which is
produced or developed while Executive is an owner
of, employee or director of the Company.
In addition, “Confidential Information” shall include the terms
set forth in Section 2, provided
that Executive may share the information set forth in Section 2 with her
immediate family (so long as they
do not work
for any competitor of the Company) and legal and tax advisors,
and as otherwise required by law.
The term “Confidential Information” shall not include any information of the Company
which (i) becomes publicly known
through no wrongful act of Executive,
(ii) is received from a
person not a party to this Agreement
who is free to disclose
it to Executive, or (iii) is lawfully required
to be disclosed to any
governmental agency or is otherwise required to be
disclosed by law, subpoena or
court order but only to
the extent of such requirement, provided that before making such disclosure Executive shall give the Company an
adequate opportunity to interpose an objection or take action to assure confidential handling of such
information .
Ownership
and Return of
Confidential Information.
All Confidential
Information
disclosed to
or obtained by
Executive in tangible
form (including,
without limitation,
information incorporated
in computer
software or held
in electronic
storage media)
shall be
and remain
the property of the Company.
AII such Confidential Information possessed by Executive shall be returned to the Company at the time
Executive ceases employment with the Company.
Upon the return of Confidential Information, it shall not
thereafter be retained in any form, in whole or
in part, by Executive.
(d) Remedies
upon Breach. The parties acknowledge that Confidential
Information and the other protections afforded
to the Company by this Agreement
are valuable and unique and that any breach of any of the covenants contained in this Section 4.
may result in
irreparable and substantial injury to
the Company for
which it may
not have an adequate remedy at law . In the
event of a
breach or threatened breach of any of
the covenants contained in this
Section 4.1, the
Company shall be
entitled to obtain
from any court having competent jurisdiction, with respect to the Executive, temporary, preliminary and permanent
injunctive relief prohibiting any
such breach, as
well reimbursement for all reasonable costs, including attorneys ‘ fees, incurred
in enjoining any such breach. Any such relief shall be in addition to and not
in lieu of
any appropriate relief in
the way of monetary damages and equitable accounting
of all earnings, profits and
other benefits arising from such violation,
which rights shall
be cumulative and
in addition to any other rights or remedies to which the Company may be entitled. Executive does hereby waive any
requirement for the Company to post a bond for any injunction. If, however, a court nevertheless requires a bond to be posted, Executive agrees that such bond shall
be in a nominal amount.
(e) Other
Entities. For purposes
of Sections 4.l(a) through (f),
and Section 4.2, the “Company”
shall be deemed to include the
direct and indirect
subsidiaries of
the Company, and the
Parent and
its direct
and indirect
subsidiaries.
Section
4.2 Non-Disparagement.
During the
Term, and thereafter,
Executive agrees
not to defame
or disparage or
criticize the Company,
its business plan, procedures, products,
services, development,
finances, financial condition,
capabilities or other aspect of
its business, or any of its stakeholders, and the Company agrees not to defame or disparage
or criticize Executive, in any medium (whether oral,
written, electronic or
otherwise, whether
currently existing
or hereafter created),
to any person
or entity, without
limitation in time. Notwithstanding the foregoing sentence, the
Executive and the Company may confer in confidence with
her or its respective advisors and make truthful statements
as required by law. This
Section 4.3 shall survive any termination of
Executive’s employment
and any
termination of
this Agreement.
Section
4.3 Exceptions. Anything in this Agreement to the
contrary notwithstanding, Executive shall not be restricted
from: (i) disclosing information that is required to be
disclosed by law, court order or
other valid and appropriate legal
process; provided, however, that in the event such disclosure
is required by law,
Executive shall provide the Company
with prompt notice of such
requirement so that
the Company may seek an appropriate protective order prior
to any such required
disclosure by Executive;
or
(ii) reporting possible violations of federal, state,
or local law or regulation
to any governmental agency
or entity,
or from making
other disclosures that are
protected under the whistleblower provisions of
federal, state, or
local law or regulation, and Executive
shall not
need the
prior authorization
of the
Company to
make any
such reports or
disclosures and
shall not
be required to
notify the
Company that
Executive has made such
reports or disclosures.
Notwithstanding anything in the foregoing
to the contrary, in
accordance with
the Defend
Trade Secrets
Act of
2016, Executive
will not be criminally
or civilly liable for disclosing a trade
secret if it was disclosed: (I) to any
government official or attorney in confidence directly
or indirectly for the
sole purpose of reporting
or investigating a
suspected violation
of law; (2) in a
complaint or other document filed
in a lawsuit
or other
proceeding if
filed under seal;
or (3)
to an
attorney or used
in a court proceeding in
a retaliation lawsuit if any document
containing a trade
secret is filed
under seal
and is
not disclosed except
pursuant to
court order.
Section
4.4 No Other Severance Benefits.
Except as specifically set forth in this Agreement, Executive
covenants and agrees that Executive shall not be entitled
to any other form of
severance benefits
from the Company,
including, without
limitation, benefits otherwise
payable under
any of the
Company’s regular
severance policies,
in the event Executive’s employment hereunder
ends for any reason
and, except with respect
to obligations of
the Company expressly
provided for
herein.
Section
5. GENERAL PROVISIONS
Section
5.1 Notice.
Any notice
required or
permitted hereunder shall
be given
in writing and
shall be
deemed effectively
given upon
the earliest
of (i) personal
delivery ,
(ii) actual
receipt or (iii)
the third
full day
following deposit
in the United
States mail
with postage
prepaid, addressed
to the Company
at its
principal offices,
to the
attention of
the Board (care
of the Chairman)
with a copy
to the Secretary,
or, if
to Executive,
to such
home or
other address as Executive
has most recently provided in writing to the Company.
Section
5.2 Assignment; Binding Effect. Neither Executive nor
the Company may assign
this Agreement without
the prior
written consent
of the other
party, except that the Company
may assign this Agreement
to any affiliate thereof, or to any subsequent purchaser
of the Company of all or substantially all
of the assets of the Company,
or by operation of law.
This Agreement shall
be binding upon the heirs,
executors, and administrators of Executive to the extent that personal service to the Company
is not required.
Section
5.3 Choice of Law; Consent to
Jurisdiction; Waiver of Jury Trial. THIS
AGREEMENT SHALL
BE GOVERNED
BY, CONSTRUED IN
ACCORDANCE WITH
AND ENFORCED UNDER THE
LAWS OF THE STATE
OF FLORIDA. ALL SUITS, ACTIONS OR PROCEEDINGS ARISING OUT
OF OR RELATING TO THIS AGREEMENT, SHALL BE BROUGHT IN A
STATE OR FEDERAL COURT
LOCATED IN TAMPA,
STATE OF FLORIDA,
WHICH COURTS SHALL BE THE EXCLUSIVE FORUM FOR ALL SUCH
SUITS, ACTIONS OR PROCEEDINGS. EXECUTIVE AND THE COMPANY
HEREBY WAIVE ANY OBJECTION WHICH EXECUTIVE OR
IT MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE IN ANY
SUCH COURT OR ANY SUCH SUIT,
ACTION
OR PROCEEDING. EXECUTIVE
AND THE COMPANY
HEREBY IRREVOCABLY CONSENT
AND SUBMIT
THEMSELVES TO
THE JURISDICTION
OF THE COURTS
OF THE STATE
OF FLORIDA
FOR THE PURPOSES
OF ANY S
UIT, ACTION OR
PROCEEDING ARISING OUT OF THIS AGREEMENT.
TO THE FULLEST EXTENT PERMITTED
BY LAW, EXECUTIVE AND THE COMPANY
HEREBY WAIVE ANY RIGHT TO
A TRIAL BY
JURY IN ANY SUIT, ACTION
OR PROCEEDING ARISING
OUT OF OR
RELATING TO
THIS AGREEMENT
AND AGREE
THAT ANY SUCH
SUIT, ACTION OR
PROCEEDING SHALL BE TRIED BEFORE
A COURT AND NOT BEFORE
A JURY.
Section
5.4 Amendment; Waiver. No modification, amendment or termination of this Agreement
shall be valid unless
made in writing and signed by the parties hereto. Any waiver
by any
party of
any violation of,
breach of
or default
under any provision
of this
Agreement, by the other party shall
not be construed as,
or constitute, a continuing waiver of such
provision, or waiver
of any other
violation of
breach of or
default under
any other provision of
this Agreement.
Section
5.5 Withholding of Taxes. The Company may withhold from
any amounts
payable under
this Agreement all
federal, state,
city or
other local taxes
as shall
be required to
be withheld pursuant
to any law
or government
regulation or
ruling.
Section
5.6 Severability. Any provision of this Agreement, which is prohibited or
unenforceable in any jurisdiction
shall, as to such jurisdiction,
be ineffective to the extent possible without invalidating
the remaining provisions hereof or affecting the validity
or enforceability of
such provision
in any other
jurisdiction.
Section
5.7 Survival of
Certain Obligations. The
obligations of the Company and
Executive set forth in this
Agreement which by their terms extend beyond or survive
the termination of the
Term (whether or not specifically
provided) shall not be affected or diminished
in any way
by the termination
of the Term.
Section
5.8 Headings. The headings in this Agreement are
intended solely for convenience
and shall
be disregarded
in interpreting the
Agreement.
Section
5.9 Third Parties.
Nothing expressed
or implied
in this Agreement
is intended, or shall be
construed, to confer
upon or give any
person or entity other
than the Company and
Executive any rights
or remedies
under this Agreement.
Section
5.10 Counterparts.
This Agreement
may be executed
in counterparts,
and all of such counterparts
(including facsimile or PDF), when separate
counterparts have been executed by
the parties hereto, shall be deemed to be one
and the same agreement. This
Agreement shall
only become effective
as of the
date hereof.
Section
5.11 No
Cooperation. Without limitation
to any other
provision
herein set forth, Executive agrees not
to act in any manner
that might damage the business of
the Company or any affiliate thereof. Executive
further agrees that Executive will not knowingly counsel
or assist any attorneys or their clients
in the presentation or
prosecution of any
disputes, differences, grievances, claims,
charges, or complaints
by any
third party
against the Company
or any affiliate
thereof, unless
under a
subpoena or other
court order to
do so. Executive
agrees both
to notify immediately
the Board (care
of the Chairman)
upon receipt of any such subpoena or court
order, and to furnish, within three business days of
its receipt,
a copy of
such subpoena or
court order to
any of the
Company or
any affiliate thereof.
If approached
by anyone
for counsel or
assistance in
the presentation
or prosecution of any disputes,
differences, grievances, claims, charges, or complaints
against the Company
or any affiliate
thereof, Executive
shall state no
more than that
Executive cannot provide counsel or assistance.
Without
limitation to the preceding paragraph,
Executive shall reasonably provide assistance
and cooperation to the Company or any affiliate thereof
in any legal or administrative
proceedings or
inquiries concerning
events which
occurred at such
time as such person was
an employee of the Company (or any affiliated or related entity) and involving
any such person
about which Executive
has relevant knowledge
or information. In the
event that Executive
is served
notice of such legal process following the date hereof,
the Company (or its designee) shall compensate
Executive with reasonable consulting fees of $250.00 per
hour plus any out-of-pocket expenses Executive may incur in performing Executive’s
obligation to cooperate; provided that the foregoing shall
only be payable from and after such time as
when Executive is no longer an employee of
the Company, and only
for periods thereafter. By way of example,
but without limitation,
assistance and cooperation
may include: (1) identifying documentation
or specific dates; (2) meeting with legal counsel of the
Company or any affiliate thereof from time to time to assist
in the preparation of arguments and the discovery or
compilation of factual
matters; and (3) providing testimony or statements in connection with
any legal or
administrative proceedings
or inquiries. The
Company (or
its affiliates and
related persons) shall
provide Executive
with reasonable
advance notice of any
such legal
process and shall
work with Executive to find mutually convenient
times to meet or communicate
with Executive
concerning such matters.
For
the avoidance of doubt,
this Section 5.11 shall
survive any termination
of Executive’s employment and
any termination of
this Agreement.
Section
5.12 409A. The
parties intend that
the payments and
benefits provided for in
this Agreement to either be exempt from Section 409A of
the Internal Revenue
Code, as amended
(the “Code”)
or be provided in a manner that complies with Section 409A of
the Code. Notwithstanding
anything contained herein
to the contrary,
all payments and benefits which are payable upon
a termination of employment hereunder shall be paid or provided
only upon those terminations
of employment that constitute a
separation from service from
the Company within the meaning of
Section 409A of the Code
(determined after
applying the presumptions
set forth in
Treas. Reg. Section l.409A-l(h)(l)). For
purposes of Section 409A of the Code, the
right to a series of installment
payments hereunder shall be treated as
a right to a series of separate payments.
ln the event
Executive is
a specified
employee under
Section 409A of
the Code,
for purposes of any
payment on termination of employment hereunder, if such
payment would otherwise be made within six months of
termination, such payment
will be paid to Executive
in a lump sum cash amount
on the first payroll date which is more
than six
months following the
date of Executive’s termination, to the
extent required to avoid any
adverse tax
consequences under Section 409A of
the Code.
Section
5.13 No Right to Sue.
Executive acknowledges and
agrees that Executive shall
not have
any right to
enforce any rights
or obligations
under this
Agreement against
any person or entity other than
the Company or any entity or person to which
this Agreement has
been assigned by the Company,
and that Executive shall
not sue any person
or entity other than
the Company to enforce
any rights and obligations under
this Agreement or otherwise with
respect to
Executive’s employment with
the Company or
the cessation
thereof. For the avoidance
of doubt, this Section
5.13 shall survive any termination of Executive’s employment
and any termination of this Agreement. In
the event of a dispute concerning
the rights
or obligations under
this Agreement, the prevailing
party will be
entitled to her
or its
reasonable attorney’s
fees and costs.
Section
5.14 Acknowledgement. The parties acknowledge that they have had an adequate opportunity
to read this
Agreement, to
consider it and
to consult with
an attorney if so desired.
Section
5.15 Entire Agreement.
This Agreement sets
forth the entire
understanding of the parties to this Agreement regarding the subject
matter hereof and supersedes all prior agreements, arrangements,
communications, representations
and warranties,
whether oral or
written, between
the parties regarding
the subject matter
hereof. In no
event shall Executive be
entitled to any
rights with respect
to Executive’s engagement
with the Company,
or otherwise
with respect to
the Company,
other than
as provided herein.
Nothing in this Agreement shall confer upon any
member of the Company any fiduciary obligation to Executive.
SIGNATURE PAGE
FOLLOWS:
IN
WITN ESS
WHEREOF, the
Company and
Executive have
executed
this Employment
Agreement as of
the date
first
written above.
| SPLASH
BEVERAGES INC., |
|
 |
|
| Chairman and
CEO, Robert Nistico: |
|
| |
|
| STACY MCLAUGHLIN AS
AN INDIVIDUAL |
|
 |
|
| SIGNATURE: |
|
Schedule A
In
the event our
ESO plan allows
for a choice
of Option or
Restricted Shares of
SBEV, the following terms for either
choice will apply:
Stock
Option Plan:
| ● | 200K
initial
grant
and
completely
vested. |
| ● | 200K
After
your
first
12
months
service |
| ● | 200K
After
your
second
12
months
service |
Our
“evergreen” plan is
under review and
there are occasional
additional awards unplanned
and not part of the current ESO Plan.
Schedule
A Second Option
Stock
Equity Plan
| ● | 600,000
restricted
shares,
50,000
per
quarter
will
vest
quarterly
from
the
initial
date
of
service
for
3
years. |
| ● | In
the
event
you
are
terminated
for
cause,
no
shares
during
the
quarter
of
termination
will
be
awarded. |
Our “evergreen”
plan is under
review and there
are occasional additional
awards unplanned and not part
of the current ESO Plan.
v3.24.0.1
Cover
|
Jan. 24, 2024 |
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Jan. 24, 2024
|
| Entity File Number |
001-40471
|
| Entity Registrant Name |
SPLASH
BEVERAGE GROUP, INC.
|
| Entity Central Index Key |
0001553788
|
| Entity Tax Identification Number |
34-1720075
|
| Entity Incorporation, State or Country Code |
NV
|
| Entity Address, Address Line One |
1314 East Las Olas Blvd
|
| Entity Address, Address Line Two |
Suite 221
|
| Entity Address, City or Town |
Fort Lauderdale
|
| Entity Address, State or Province |
FL
|
| Entity Address, Postal Zip Code |
33316
|
| City Area Code |
(954)
|
| Local Phone Number |
745-5815
|
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false
|
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false
|
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false
|
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false
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false
|
| Common Stock, par value $0.001 per share |
|
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Common Stock, par value $0.001 per share
|
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SBEV
|
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NYSEAMER
|
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|
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SBEV-WT
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Splash Beverage (AMEX:SBEV)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Splash Beverage (AMEX:SBEV)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
