The agreement also contains certain representations and warranties of Visualant and Seaside, including customary investment-related representations provided by Seaside, as well as acknowledgements by Seaside that it has reviewed certain disclosures of the company (including the periodic reports that the company has filed with the SEC) and that the company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws. Visualant provided customary representations regarding, among other things, its organization, capital structure, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations. Seaside’s representations and warranties are qualified in their entirety (to the extent applicable) by the company’s disclosures in the reports it files with the SEC. Visualant also delivered confidential disclosure schedules qualifying certain of its representations and warranties in connection with executing and delivering the agreement.
Agreement with Mark Scott On May 10, 2010, the Board of Directors approved the appointment of Mr. Scott as Chief Financial Officer based on: (i) cash compensation of $2,000 per month until cash is available at which time cash compensation shall be increased to $8,000 per month; (ii) bonus cash compensation; shall be at the discretion of the senior executive and the board of directors; (iii) benefits after the closing of funding at discretion of Mr. Scott and equivalent to other employees in the company; and (iv)1,000,000 shares of restricted common stock to be granted upon signing at the closing bid price of $.02 per share on May 7, 2010
Agreement with Jim Gingo On June 8, 2010, the company entered into an employment agreement with Mr. Jim Gingo, Founder and President of TransTech. The agreement has a three year term beginning on June 8, 2010 at the annual base salary of $200,000 per year. The agreement provides for participation in the company’s benefit programs available to other employees (including group insurance arrangements). Under the agreement, Mr. Gingo is also eligible for discretionary performance bonuses based upon performance criteria to be determined by the company’s compensation committee based on criteria under development up to 50% of his annual salary. If Mr. Gingo’s employment is terminated without Cause (as defined in the agreement), Mr. Gingo will be entitled to a payment equal to one year’s annual base salary paid over the next year.
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