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EX-99.1 - Saker Aviation Services, Inc. | v199847_ex99-1.htm |
United
States
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Securities
and Exchange Commission
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Washington,
D.C. 20549
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FORM
8-K
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Current
Report Pursuant to
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Section
13 or 15(d) of the Securities Exchange Act of 1934
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October
21, 2010
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Date
of Report (Date of earliest event reported)
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SAKER
AVIATION SERVICES, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-52593
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87-0617649
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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101
Hangar Road, Avoca, Pennsylvania
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18641
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(Address
of principal executive offices)
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(Zip
Code)
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(570)
457-3400
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(Registrant’s
telephone number, including area code)
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Not
applicable
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(Former
name or former address, if changed since last report)
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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):
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[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure of Directors or
Certain Officers; Election of Directors;
Appointment of Certain
Officers; Arrangements of Certain
Officers.
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Effective
October 21, 2010, Saker Aviation Services, Inc. (the “Company”) and Ronald J.
Ricciardi entered into a new Employment Agreement (the “New Agreement”).
Pursuant to the New Agreement, Mr. Ricciardi will continue to serve as the
Company’s President, Chief Executive Officer and Chairman of the
Board.
Since
March 2009, Mr. Ricciardi has served as the Company’s President and Chief
Executive Officer and has served as the Company’s Chairman of the Board since
April 2009. Prior to March 2009, and from December 2006 until March 2009,
Mr. Ricciardi served as the Company’s Vice Chairman of the Board. Prior to
December 2006, Mr. Ricciardi served as the Company’s President and Chief
Executive Officer.
Among
other things, the New Agreement provides for the following:
(a)
A three-year term, subject to automatic renewal for an additional two-year term
unless the Company notifies Mr. Ricciardi of its intent to terminate not less
than 90 days’ prior to the third anniversary date of the New
Agreement.
(b) A
base salary for Mr. Ricciardi of $200,000 for the first twelve months of the
term of the New Agreement, together with subsequent annual base salary increases
at the discretion of the Board of Directors.
(c) An
annual incentive bonus payable to Mr. Ricciardi in an amount equal to three
percent of the Company’s pre-tax earnings. Such incentive bonus shall be earned
in the event that the Company meets or exceeds its annual Operating Plan for
earnings before interest, taxes, depreciation and amortization.
(d) The
grant to Mr. Ricciardi of an option to purchase 500,000 shares of Company Common
Stock at an exercise price of $0.03 per share, that being the closing price of
the Company’s Common Stock on the day immediately prior to the date of the New
Agreement. Such option shall become exercisable on the fifth anniversary
of the New Agreement and shall expire five years from the date of vesting. In
the event the Company does not extend the term of the New Agreement for an
additional two year term, 200,000 of such stock options shall be forfeited by
Mr. Ricciardi (and 300,000 shall vest at the conclusion of the New Agreement’s
initial three year term).
(e) An
agreement to pay Mr. Ricciardi severance pay in an amount equal to one year’s
base salary or the base salary payable to him for the remaining term of the New
Agreement, whichever is less, together with pro-rated incentive bonus and
six-months benefits continuation in the event that the New Agreement is
terminated by the Company without cause.
(f) An
agreement to pay Mr. Ricciardi severance pay in an amount equal to one year’s
base salary, together with pro-rated incentive bonus, six-months benefits
continuation and immediate vesting of stock options in the event his employment
is terminated following a change of control, within the meaning of the New
Agreement.
The New
Agreement also contains restrictive covenants and terms and conditions
customarily found in similar agreements.
A copy of
the New Agreement is attached to this Current Report on Form 8-K as Exhibit
99.1. The above summary of the terms of the New Agreement is qualified in its
entirety by reference to the text of the complete new Agreement, which is
incorporated into this Item 5.02 by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
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Exhibits.
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Exhibit
No.
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Description
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99.1
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Employment
Agreement of Ronald J. Ricciardi dated October 21,
2010.
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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
25, 2010
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SAKER
AVIATION SERVICES, INC.
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By:
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/s/
Ronald J. Ricciardi
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Ronald
J. Ricciardi
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President
and Chief Executive Officer
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