UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 29, 2018

 

Simlatus Corp.
(Exact name of Company as specified in its charter)

 

Nevada 000-53276 20-2675800
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   Identification Number)
     
175 Joerschke Dr., Suite A
Grass Valley, CA 95945
(Address of principal executive offices)
 
Phone: (530) 205-3437
 
(Company’s Telephone Number)
     

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Th e Board of Directors dismissed Robert Stillwaugh as an officer and director, specifically as the Chief Executive Officer, Chairman of the Board, and Corporate (President) of the Company effective November 1, 2018. Effective November 1, 2018 Mr. Stillwaugh will have a new revised Employment Agreement which appoints him as President of Simlatus, a non-director/officer position which includes returning to Treasury 250 Preferred Series B Control Shares, and an annual salary of $45,000 which can be accumulated at 6% interest and converted to restricted common stock at fair market value at the time of conversion.

 

The Board of Directors dismissed Mike Schatz as an officer and director, specifically as the Chief Operations Officer, Director and Corporate (Secretary and Treasurer) of the Company effective November 1, 2018. Effective November 1, 2018, Mr. Schatz will have a new revised Employment Agreement which appoints him as the Vice President of Simlatus, a non-director/officer position, which includes returning to Treasury 250 Preferred Series B Control Shares, and an annual salary of $45,000 which can be accumulated at 6% interest and converted to restricted common stock at fair market value at the time of conversion.

 

The Board of Directors appointed Richard N. Hylen as the new Chief Executive Officer, Chairman of the Board, and Corporate (President, Secretary, and Treasurer) of the Company effective November 1, 2018. Richard will be provided an Employment Agreement that includes the issuance of 500 Preferred Series B Control Shares, and an annual salary of $120,000 which can be accumulated at 6% interest and converted to restricted common stock at fair market value at the time of conversion.

 

Mr. Hylen is 72 years old. As the Founder of Satel Inc., the Managing Director of Turner Broadcasting Far East LTD, and a Senior Executive of Viacom’s San Francisco cable company, Richard has over 35 years of experience providing video and Internet using the most advanced technologies including: cable, fiber, satellite, wireless and CAT5 not only domestically, but to over 50 countries worldwide. His skill set encompasses successfully negotiating complicated licensing agreements with governmental entities, creating joint venture partnerships, developing strategic distribution relationships, financing, designing, installing and managing advanced technologies to provide consumers with video and Internet services. Hylen used his extensive corporate management expertise combined with his technical knowledge to create Satel, recognized as one of the nation’s largest providers of DirecTV to high rise buildings in a major metropolitan market.

2

 

Item 9 Financial Statements and Exhibits

 

Exhibit No.   Description
10.1   Resume of Richard Hylen
10.2   Board Resolution Dated 10-29-2018
10.3   Employment Agreement for Richard Hylen
10.4   Employment Agreement for Robert Stillwaugh
10.5   Employment Agreement for Mike Schatz
     

FORWARD LOOKING STATEMENTS

 

Certain statements in this Current Report Form 8-K may contain forward-looking statements that involve numerous risks and uncertainties which may be difficult to predict. The statements contained in this Current Report Form 8-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the ” Securities Act ” ), and Section 21E of the Exchange Act, including, without limitation, the management of the Company and the Company’s expectations, beliefs, strategies, objectives, plans, intentions and similar matters. All forward-looking statements included in this Current Report Form 8-K are based on information available to the Company on the date hereof. In some cases, you can identify forward-looking statements by terminology such as ” may, ” ” can, ” ” will, “ ” should, ” ” could, ” ” expects, ” ” plans, ” ” anticipates, ” “ intends, ” ” believes, ” ” estimates, ” ” predicts, ” ” potential, ” “ targets, ” ” goals, ” ” projects, ” ” outlook, ” ” continue, ” ” preliminary, ” ” guidance, ” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology.

 

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements.

 

Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. We can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by the Company, or any person that the future events, plans, or expectations contemplated by our company will be achieved.

 

We caution against placing undue reliance on forward-looking statements, which contemplate our current beliefs and are based on information currently available to us as of the date a particular forward-looking statement is made. Any and all such forward-looking statements are as of the date of this Current Report Form 8-K. We undertake no obligation to revise such forward-looking statements to accommodate future events, changes in circumstances, or changes in beliefs, except as required by law. In the event that we do update any forward-looking statements, no inference should be made that we will make additional updates with respect to that particular forward-looking statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements may appear in the Company’s public filings with the SEC, which are available to the public at the SEC’s website at www.sec.gov.

3

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 29, 2018

 

Simlatus Corporation
 
/s/ Richard Hylen  
By: Richard Hylen, CEO and Chairman  

4

CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS
OF
Simlatus Corporation

 

We, the undersigned, do hereby certify that at a meeting of the Board of Directors (the “Board”) of Simlatus Corporation, a corporation incorporated under the laws of the State of Nevada (the “Corporation”), duly held on October 29, 2018, at which said meeting no less than a majority of the directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:

 

WHEREAS, the Board of Directors has cause to appoint Richard N. Hylen as the new Chief Executive Officer, Chairman of the Board, and Corporate (President, Secretary, and Treasurer) of the Company effective November 1, 2018. Richard will be provided an Employment Agreement that includes the issuance of 500 Preferred Series B Control Shares, and an annual salary of $120,000 which can be accumulated at 6% interest and converted to restricted common stock at fair market value at the time of conversion.

 

Mr. Hylen is 72 years old. As the Founder of Satel Inc., the Managing Director of Turner Broadcasting Far East LTD, and a Senior Executive of Viacom’s San Francisco cable company, Richard has over 35 years of experience providing video and Internet using the most advanced technologies including: cable, fiber, satellite, wireless and CAT5 not only domestically, but to over 50 countries worldwide. His skill set encompasses successfully negotiating complicated licensing agreements with governmental entities, creating joint venture partnerships, developing strategic distribution relationships, financing, designing, installing and managing advanced technologies to provide consumers with video and Internet services. Hylen used his extensive corporate management expertise combined with his technical knowledge to create Satel, recognized as one of the nation’s largest providers of DirecTV to high rise buildings in a major metropolitan market.

 

WHEREAS, the Board of Directors has cause to dismiss Robert Stillwaugh as an officer and director, specifically as the Chief Executive Officer, Chairman of the Board, and Corporate (President) of the Company effective November 1, 2018. Bob will be provided an Employment Agreement that includes returning to Treasury 250 Preferred Series B Control Shares, and an annual salary of $45,000 which can be accumulated at 6% interest and converted to restricted common stock at fair market value at the time of conversion.

 

WHEREAS, the Board of Directors will cause to dismiss Mike Schatz as an officer and director, specifically as the Chief Operations Officer, Director and Corporate (Secretary and Treasurer) of the Company effective November 1, 2018. Mike will be provided an Employment Agreement that includes returning to Treasury 250 Preferred Series B Control Shares, and an annual salary of $45,000 which can be accumulated at 6% interest and converted to restricted common stock at fair market value at the time of conversion.

 

NOW, THEREFORE, BE IT:

 

RESOLVED, the Board of Directors appointed Richard N. Hylen as the new Chief Executive Officer, Chairman of the Board, and Corporate (President, Secretary, and Treasurer) of the Company effective November 1, 2018. Richard will be provided an Employment Agreement that includes the issuance of 500 Preferred Series B Control Shares, and an annual salary of $120,000 which can be accumulated at 6% interest and converted to restricted common stock at fair market value at the time of conversion.

 

Mr. Hylen is 72 years old. As the Founder of Satel Inc., the Managing Director of Turner Broadcasting Far East LTD, and a Senior Executive of Viacom’s San Francisco cable company, Richard has over 35 years of experience providing video and Internet using the most advanced technologies including: cable, fiber, satellite, wireless and CAT5 not only domestically, but to over 50 countries worldwide. His skill set encompasses successfully negotiating complicated licensing agreements with governmental entities, creating joint venture partnerships, developing strategic distribution relationships, financing, designing, installing and managing advanced technologies to provide consumers with video and Internet services. Hylen used his extensive corporate management expertise combined with his technical knowledge to create Satel, recognized as one of the nation’s largest providers of DirecTV to high rise buildings in a major metropolitan market.

 Page  1 of 1

 

WHEREAS, the Board of Directors dismissed Robert Stillwaugh as an officer and director, specifically as the Chief Executive Officer, Chairman of the Board, and Corporate (President) of the Company effective November 1, 2018. Bob will be provided an Employment Agreement that includes returning to Treasury 250 Preferred Series B Control Shares, and an annual salary of $45,000 which can be accumulated at 6% interest and converted to restricted common stock at fair market value at the time of conversion.

 

WHEREAS, the Board of Directors dismissed Mike Schatz as an officer and director, specifically as the Chief Operations Officer, Director and Corporate (Secretary and Treasurer) of the Company effective November 1, 2018. Mike will be provided an Employment Agreement that includes returning to Treasury 250 Preferred Series B Control Shares, and an annual salary of $45,000 which can be accumulated at 6% interest and converted to restricted common stock at fair market value at the time of conversion.

 

RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate and/or proper way to implement the provisions of the foregoing resolutions:

 

The undersigned, do hereby certify that we are members of the Board; that the attached is a true and correct copy of resolutions duly adopted and ratified at a meeting of the Board duly convened and held in accordance with its by-laws and the laws of the Corporation’s state of incorporation, as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or rescinded and are in full force and effect.

 

IN WITNESS WHEREOF, we have hereunto set our hands as Members of the Board of Directors of the Corporation.

 

/s/ Robert Stillwaugh   10/29/2018  
Robert Stillwuagh, Chairman (Dismissed)   Date  
       
/s/ Mike Schatz   10/29/2018  
Mike Schatz, Director (Dismissed)   Date  
       
/s/ Richard Hylen   10/29/2018  
Richard Hylen, Chairman and CEO (Appointed)   Date  

 Page  2 of 2

(O SIMLATUS LOGO)

175 Joerschke Drive, Suite A

Grass Valley, CA 95945

Main: (530) 205-3437 - FAX: (530) 273-8482

sales@simlatus.com

http://www.simlatus.com

 

EMPLOYMENT AGREEMENT

 

This Agreement is dated this 1 st day of November, 2018 by and between Richard Hylen (Employee) whose principal address is located at 2 Townsend Street 1-312, San Francisco, CA 94107, and Simlatus Corporation (“Company”), a Nevada company, located at 175 Joerschke Drive, Suite A, Grass Valley CA 95945; and is hereinafter referred to as the (“Company”).

 

I

RECITALS

 

A. COMPANY desires to enter into an employment agreement with EMPLOYEE wherein EMPLOYEE will serve as the Chief Executive Officer, Chairman of the Board, Corporate (President, Secretary and Treasurer) for Simlatus.

 

B. COMPANY and EMPLOYEE have reviewed this agreement and any documents delivered pursuant hereto, and have taken such additional steps and reviewed such additional documents and information as deemed necessary to make an informed decision to enter into this Agreement.

 

C. Each of the parties hereto desires to make certain representations, warranties and agreements in connection herewith and also to describe certain conditions hereto.

 

II

AGREEMENT

 

Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1. Job Description: Employee will be responsible for the overall management of the Company.

 

2. Term: The term of this agreement is for a period of one year; renewable with mutual consent.

 

3. Compensation:

 

a. Salary: EMPLOYEE will receive an annual salary of $120,000.00 to be paid in equal monthly installments. Amounts unpaid will accrue annual interest of 6% and may be converted to restricted common stock at fair market value at time of conversion at the option of the employee. Employee will be issued 500 Preferred Series B Control Shares upon execution of this agreement.

 

b. Expenses: The COMPANY will not pay the costs and expenses of EMPLOYEE directly related to his performance of his position or tasks herein, unless those expenses are submitted to the COMPANY and approved in writing in advance .

 

c. Errors and Omissions Insurance: The Company will provide liability insurance for its officers and directors within 90 days upon execution of this agreement.

 

4. Confidentiality:

 

a. This Agreement. The provisions of this Agreement are confidential and private and are not to be disclosed to outside parties (except on a reasonable need to know basis only) without the express, advance consent of all parties hereto or by order of a court of competent jurisdiction.

 

b. Proprietary Information. EMPLOYEE agrees and acknowledges that during the course of this agreement in the performance of his duties and responsibilities that he will come into possession or knowledge of information of a confidential nature and/or proprietary information of COMPANY.

 

Such confidential and/or proprietary information includes but is not limited to the following of COMPANY, its agents, contractors, employees and all affiliates: corporate and/or financial information and records of COMPANY or any client, customer or associate of COMPANY; information regarding artists or others under contract, or in contact with, COMPANY; customer information; client information; shareholder information; business contacts, investor leads and contacts; employee information; documents regarding COMPANY’s website and any COMPANY product, including intellectual property.

Page 1 of 1

 

(O SIMLATUS LOGO)

175 Joerschke Drive, Suite A

Grass Valley, CA 95945

Main: (530) 205-3437 - FAX: (530) 273-8482

sales@simlatus.com

http://www.simlatus.com

 

EMPLOYEE represents and warrants to COMPANY that he will not divulge confidential, proprietary information of COMPANY to anyone or anything without the advance, express consent of COMPANY, and further will not use any proprietary information of COMPANY for his or anyone else’s gain or advantage during and after the term of this agreement.

 

5. Further Representations and Warranties: EMPLOYEE acknowledges that this is an employment position and represents that he will perform his duties and functions herein in a timely, competent and professional manner. EMPLOYEE represents and warrants that he will be fair in his dealing with COMPANY and will not knowingly do anything against the interests of COMPANY.

 

6. Survival of Warranties and Representations: The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

 

7. Termination: This agreement is expressly not “at will.” It can be terminated by COMPANY only for cause, after reasonable notice and opportunity to correct any alleged deficiencies. EMPLOYEE may request a hearing of the full Board of Directors to defend himself against any attempt of COMPANY to terminate this Agreement. Any final determination of termination must be made by majority vote of the COMPANY Board of Directors (after such a hearing, if requested). EMPLOYEE must give at least 30 days notice if he intends to resign.

 

III

MISCELLANEOUS PROVISIONS

 

1. Expenses: Each party shall bear its respective costs, fees and expenses associated with the entering into or carrying out its obligations under this Agreement.

 

2. Indemnification: Any party, when an offending party, agrees to indemnify and hold harmless the other non-offending parties from any claim of damage of any party or non-party arising out of any act or omission of the offending party arising from this Agreement.

 

3. Notices: All notices required or permitted hereunder shall be in writing and shall be deemed given and received when delivered in person or sent by confirmed facsimile, or ten (10) business days after being deposited in the United States mail, postage prepaid, return receipt requested, addressed to the applicable party as the address as follows:

 

Company: Simlatus Corporation
  175 Joerschke Drive, Suite A
  Grass Valley CA 95945

 

Employee: Richard Hylen
  2 Townsend Street 1-312
  San Francisco, CA 94107

 

4. Breach: In the event of a breach of this Agreement, ten (10) days written notice (from the date of receipt of the notice) shall be given. Upon notice so given, if the breach is not so corrected, the non-breaching party may take appropriate legal action per the terms of this Agreement.

 

5. Assignment: This Agreement is assignable only with the written permission of COMPANY.

 

6. Amendment: This Agreement is the full and complete, integrated agreement of the parties, merging and superseding all previous written and/or oral agreements and representations between and among the parties, and is amendable in writing upon the agreement of all concerned parties. All attachments hereto, if any, are deemed to be a part hereof.

 

7. Interpretation: This Agreement shall be interpreted as if jointly drafted by the parties. It shall be governed by the laws of the State of California applicable to contracts made to be performed entirely therein.

Page 2 of 2

 

(O SIMLATUS LOGO)

175 Joerschke Drive, Suite A

Grass Valley, CA 95945

Main: (530) 205-3437 - FAX: (530) 273-8482

sales@simlatus.com

http://www.simlatus.com

 

8. Enforcement: If the parties cannot settle a dispute between them in a timely fashion, either party may file for arbitration within Nevada County, California. Arbitration shall be governed by the rules of the American Arbitration Association. The arbitrator(s) may award reasonable attorneys fees and costs to the prevailing party. Either party may apply for injunctive relief or enforcement of an arbitration decision in a court of competent jurisdiction within Nevada County, California.

 

9. Counterparts: This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Facsimile signatures shall be considered as valid and binding as original signatures.

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.

 

/s/ Richard Hylen     November 1, 2018
Richard Hylen, Employee   Date

 

/s/ Richard Hylen   November 1, 2018
Richard Hylen, CEO and Chairman   Date

Page 3 of 3

(O SIMLATUS LOGO)

175 Joerschke Drive, Suite A

Grass Valley, CA 95945

Main: (530) 205-3437 - FAX: (530) 273-8482

sales@simlatus.com

http://www.simlatus.com

 

EMPLOYMENT AGREEMENT

 

This Agreement is dated this 1 st day of November, 2018 by and between Robert Stillwaugh (Employee) whose principal address is located at 18849 Jones Ridge Rd., Grass Valley, CA 95945-9352, and Simlatus Corporation ("Company"), a Nevada company, located at 175 Joerschke Drive, Suite A, Grass Valley CA 95945; and is hereinafter referred to as the (“Company”).

 

I

RECITALS

 

A. COMPANY desires to enter into an employment agreement with EMPLOYEE wherein EMPLOYEE will serve as the President of Product Control for Simlatus.

 

B. COMPANY and EMPLOYEE have reviewed this agreement and any documents delivered pursuant hereto, and have taken such additional steps and reviewed such additional documents and information as deemed necessary to make an informed decision to enter into this Agreement.

 

C. Each of the parties hereto desires to make certain representations, warranties and agreements in connection herewith and also to describe certain conditions hereto.

 

II

AGREEMENT

 

Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1. Job Description: President will be responsible for the purchasing, manufacturing, design, engineering and inventory control for all broadcast and audio/video products made by Simlatus.

 

2. Term: The term of this agreement is for a period of one year; renewable with mutual consent.

 

3. Compensation:

 

a. Salary: EMPLOYEE will receive an annual salary of $45,000.00 to be paid in equal monthly installments. Amounts unpaid will accrue annual interest of 6% and may be converted to restricted common stock at fair market value at time of conversion at the option of the employee. Employee will return to Treasury 250 Preferred Series B Share Certificate upon execution of this agreement.

 

b. Expenses: The COMPANY will not pay the costs and expenses of EMPLOYEE directly related to his performance of his position or tasks herein, unless those expenses are submitted to the COMPANY and approved in writing in advance .

 

4. Confidentiality:

 

a. This Agreement. The provisions of this Agreement are confidential and private and are not to be disclosed to outside parties (except on a reasonable need to know basis only) without the express, advance consent of all parties hereto or by order of a court of competent jurisdiction.

 

b. Proprietary Information. EMPLOYEE agrees and acknowledges that during the course of this agreement in the performance of his duties and responsibilities that he will come into possession or knowledge of information of a confidential nature and/or proprietary information of COMPANY.

 

Such confidential and/or proprietary information includes but is not limited to the following of COMPANY, its agents, contractors, employees and all affiliates: corporate and/or financial information and records of COMPANY or any client, customer or associate of COMPANY; information regarding artists or others under contract, or in contact with, COMPANY; customer information; client information; shareholder information; business contacts, investor leads and contacts; employee information; documents regarding COMPANY’s website and any COMPANY product, including intellectual property.

Page 1 of 1

 

(O SIMLATUS LOGO)

175 Joerschke Drive, Suite A

Grass Valley, CA 95945

Main: (530) 205-3437 - FAX: (530) 273-8482

sales@simlatus.com

http://www.simlatus.com

 

EMPLOYEE represents and warrants to COMPANY that he will not divulge confidential, proprietary information of COMPANY to anyone or anything without the advance, express consent of COMPANY, and further will not use any proprietary information of COMPANY for his or anyone else's gain or advantage during and after the term of this agreement.

 

5. Further Representations and Warranties: EMPLOYEE acknowledges that this is an employment position and represents that he will perform his duties and functions herein in a timely, competent and professional manner. EMPLOYEE represents and warrants that he will be fair in his dealing with COMPANY and will not knowingly do anything against the interests of COMPANY.

 

6. Survival of Warranties and Representations: The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

 

7. Termination: This agreement is expressly not “at will.” It can be terminated by COMPANY only for cause, after reasonable notice and opportunity to correct any alleged deficiencies. EMPLOYEE may request a hearing of the full Board of Directors to defend himself against any attempt of COMPANY to terminate this Agreement. Any final determination of termination must be made by majority vote of the COMPANY Board of Directors (after such a hearing, if requested). EMPLOYEE must give at least 30 days notice if he intends to resign.

 

III

MISCELLANEOUS PROVISIONS

 

1. Expenses: Each party shall bear its respective costs, fees and expenses associated with the entering into or carrying out its obligations under this Agreement.

 

2. Indemnification: Any party, when an offending party, agrees to indemnify and hold harmless the other non-offending parties from any claim of damage of any party or non-party arising out of any act or omission of the offending party arising from this Agreement.

 

3. Notices: All notices required or permitted hereunder shall be in writing and shall be deemed given and received when delivered in person or sent by confirmed facsimile, or ten (10) business days after being deposited in the United States mail, postage prepaid, return receipt requested, addressed to the applicable party as the address as follows:

 

Company: Simlatus Corporation
  175 Joerschke Drive, Suite A
  Grass Valley CA 95945

 

Employee: Robert Stillwaugh
  18849 Jones Ridge Rd.
  Grass Valley, CA 95945-9352

 

4. Breach: In the event of a breach of this Agreement, ten (10) days written notice (from the date of receipt of the notice) shall be given. Upon notice so given, if the breach is not so corrected, the non-breaching party may take appropriate legal action per the terms of this Agreement.

 

5. Assignment: This Agreement is assignable only with the written permission of COMPANY.

 

6. Amendment: This Agreement is the full and complete, integrated agreement of the parties, merging and superseding all previous written and/or oral agreements and representations between and among the parties, and is amendable in writing upon the agreement of all concerned parties. All attachments hereto, if any, are deemed to be a part hereof.

 

7. Interpretation: This Agreement shall be interpreted as if jointly drafted by the parties. It shall be governed by the laws of the State of California applicable to contracts made to be performed entirely therein.

Page 2 of 2

 

(O SIMLATUS LOGO)

175 Joerschke Drive, Suite A

Grass Valley, CA 95945

Main: (530) 205-3437 - FAX: (530) 273-8482

sales@simlatus.com

http://www.simlatus.com

 

8. Enforcement: If the parties cannot settle a dispute between them in a timely fashion, either party may file for arbitration within Nevada County, California. Arbitration shall be governed by the rules of the American Arbitration Association. The arbitrator(s) may award reasonable attorneys fees and costs to the prevailing party. Either party may apply for injunctive relief or enforcement of an arbitration decision in a court of competent jurisdiction within Nevada County, California.

 

9. Counterparts: This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Facsimile signatures shall be considered as valid and binding as original signatures.

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.

 

/s/ Robert Stillwaugh   November 1, 2018
Robert Stillwaugh, Employee   Date

 

/s/ Richard Hylen   November 1, 2018
Richard Hylen, CEO and Chairman   Date

Page 3 of 3

(O SIMLATUS LOGO)

175 Joerschke Drive, Suite A

Grass Valley, CA 95945

Main: (530) 205-3437 - FAX: (530) 273-8482

sales@simlatus.com

http://www.simlatus.com

 

EMPLOYMENT AGREEMENT

 

This Agreement is dated this 1 st day of November, 2018 by and between Mike Schatz, (Employee) whose principal address is located at 41 Primrose Lane, and Simlatus Corporation (“Company”), a Nevada company, located at 175 Joerschke Drive, Suite A, Grass Valley CA 95945; and is hereinafter referred to as the (“Company”).

 

I

RECITALS

 

A. COMPANY desires to enter into an employment agreement with EMPLOYEE wherein EMPLOYEE will serve as the Vice President of Product Control for Simlatus.

 

B. COMPANY and EMPLOYEE have reviewed this agreement and any documents delivered pursuant hereto, and have taken such additional steps and reviewed such additional documents and information as deemed necessary to make an informed decision to enter into this Agreement.

 

C. Each of the parties hereto desires to make certain representations, warranties and agreements in connection herewith and also to describe certain conditions hereto.

 

II

AGREEMENT

 

Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1. Job Description: Vice President will assist the President with the purchasing, manufacturing, design, engineering and inventory control for all broadcast and audio/video products made by Simlatus.

 

2. Term: The term of this agreement is for a period of one year; renewable with mutual consent.

 

3. Compensation:

 

a. Salary: EMPLOYEE will receive an annual salary of $45,000.00 to be paid in equal monthly installments. Amounts unpaid will accrue annual interest of 6% and may be converted to restricted common stock at fair market value at time of conversion at the option of the employee. Employee will return to treasury 250 Preferred Series B Share Certificate upon execution of this agreement.

 

b. Expenses: The COMPANY will not pay the costs and expenses of EMPLOYEE directly related to his performance of his position or tasks herein, unless those expenses are submitted to the COMPANY and approved in writing in advance .

 

4. Confidentiality:

 

a. This Agreement. The provisions of this Agreement are confidential and private and are not to be disclosed to outside parties (except on a reasonable need to know basis only) without the express, advance consent of all parties hereto or by order of a court of competent jurisdiction.

 

b. Proprietary Information. EMPLOYEE agrees and acknowledges that during the course of this agreement in the performance of his duties and responsibilities that he will come into possession or knowledge of information of a confidential nature and/or proprietary information of COMPANY.

 

Such confidential and/or proprietary information includes but is not limited to the following of COMPANY, its agents, contractors, employees and all affiliates: corporate and/or financial information and records of COMPANY or any client, customer or associate of COMPANY; information regarding artists or others under contract, or in contact with, COMPANY; customer information; client information; shareholder information; business contacts, investor leads and contacts; employee information; documents regarding COMPANY’s website and any COMPANY product, including intellectual property.

Page 1 of 1

 

(O SIMLATUS LOGO)

175 Joerschke Drive, Suite A

Grass Valley, CA 95945

Main: (530) 205-3437 - FAX: (530) 273-8482

sales@simlatus.com

http://www.simlatus.com

 

EMPLOYEE represents and warrants to COMPANY that he will not divulge confidential, proprietary information of COMPANY to anyone or anything without the advance, express consent of COMPANY, and further will not use any proprietary information of COMPANY for his or anyone else’s gain or advantage during and after the term of this agreement.

 

5. Further Representations and Warranties: EMPLOYEE acknowledges that this is an employment position and represents that he will perform his duties and functions herein in a timely, competent and professional manner. EMPLOYEE represents and warrants that he will be fair in his dealing with COMPANY and will not knowingly do anything against the interests of COMPANY.

 

6. Survival of Warranties and Representations: The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

 

7. Termination: This agreement is expressly not “at will.” It can be terminated by COMPANY only for cause, after reasonable notice and opportunity to correct any alleged deficiencies. EMPLOYEE may request a hearing of the full Board of Directors to defend himself against any attempt of COMPANY to terminate this Agreement. Any final determination of termination must be made by majority vote of the COMPANY Board of Directors (after such a hearing, if requested). EMPLOYEE must give at least 30 days notice if he intends to resign.

 

III

MISCELLANEOUS PROVISIONS

 

1. Expenses: Each party shall bear its respective costs, fees and expenses associated with the entering into or carrying out its obligations under this Agreement.

 

2. Indemnification: Any party, when an offending party, agrees to indemnify and hold harmless the other non-offending parties from any claim of damage of any party or non-party arising out of any act or omission of the offending party arising from this Agreement.

 

3. Notices: All notices required or permitted hereunder shall be in writing and shall be deemed given and received when delivered in person or sent by confirmed facsimile, or ten (10) business days after being deposited in the United States mail, postage prepaid, return receipt requested, addressed to the applicable party as the address as follows:

 

Company: Simlatus Corporation
  175 Joerschke Drive, Suite A
  Grass Valley CA 95945

 

Employee: Mike Schatz
  41 Primrose Lane
  Grass Valley, CA 95945-7044

 

4. Breach: In the event of a breach of this Agreement, ten (10) days written notice (from the date of receipt of the notice) shall be given. Upon notice so given, if the breach is not so corrected, the non-breaching party may take appropriate legal action per the terms of this Agreement.

 

5. Assignment: This Agreement is assignable only with the written permission of COMPANY.

 

6. Amendment: This Agreement is the full and complete, integrated agreement of the parties, merging and superseding all previous written and/or oral agreements and representations between and among the parties, and is amendable in writing upon the agreement of all concerned parties. All attachments hereto, if any, are deemed to be a part hereof.

 

7. Interpretation: This Agreement shall be interpreted as if jointly drafted by the parties. It shall be governed by the laws of the State of California applicable to contracts made to be performed entirely therein.

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(O SIMLATUS LOGO)

175 Joerschke Drive, Suite A

Grass Valley, CA 95945

Main: (530) 205-3437 - FAX: (530) 273-8482

sales@simlatus.com

http://www.simlatus.com

 

8. Enforcement: If the parties cannot settle a dispute between them in a timely fashion, either party may file for arbitration within Nevada County, California. Arbitration shall be governed by the rules of the American Arbitration Association. The arbitrator(s) may award reasonable attorneys fees and costs to the prevailing party. Either party may apply for injunctive relief or enforcement of an arbitration decision in a court of competent jurisdiction within Nevada County, California.

 

9. Counterparts: This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Facsimile signatures shall be considered as valid and binding as original signatures.

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.

 

/s/ Mike Schatz   November 1, 2018
Mike Schatz, Employee   Date

 

/s/ Richard Hylen   November 1, 2018
Richard Hylen, CEO and Chairman   Date

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