Attached files
| file | filename |
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| EX-10.1 - ZST Digital Networks, Inc. | v205458_ex10-1.htm |
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):
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December
13, 2010
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ZST
Digital Networks, Inc.
_____________________________________________________
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52934
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20-8057756
|
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
|
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206
Tongbo Street, Boyaxicheng Second Floor
Zhengzhou
City, Henan Province
People’s
Republic of China 450007
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(Address,
including zip code, of principal executive offices)
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Registrant’s
telephone number, including area code
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(86)
371-6771-6850
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N/A
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(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):
|
¨
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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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¨
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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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¨
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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
CertainOfficers;
Compensatory Arrangements of Certain
Officers.
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On
December 13, 2010, ZST Digital Networks, Inc. (the “Company”) entered
into an employment agreement with Zhong Bo as the Company’s Chief Executive
Officer (the “Employment
Agreement”), effective as of January 1, 2011 (the “Effective
Date”).
Pursuant
to the Employment Agreement, Mr. Zhong will be entitled to an annual base salary
of RMB 1,880,000 (equal to approximately US$282,000), subject to modification
from time to time by written agreement between Mr. Zhong and the
Company. Payment of salary will be made on a quarterly basis, in
advance of each quarter of work performed.
The
initial term of the Employment Agreement will be 12 months from the Effective
Date, with automatic 12-month extensions unless either party provides 90 days
written notice of termination prior to the expiration of a term. The
Company and Mr. Zhong may terminate the agreement with 30 days prior written
notice. In the event the Company terminates the employment of Mr.
Zhong without cause, as defined in the Employment Agreement, the Company will
pay Mr. Zhong on the date of termination the amount of his salary that is earned
but unpaid, if any, due under the Employment Agreement as of the date of
termination. If Mr. Zhong terminates employment for Good Reason, as
defined in the Employment Agreement, Mr. Zhong will also be entitled to a
severance payment in an amount equal to three month’s salary.
Pursuant
to the Employment Agreement, Mr. Zhong will also be granted 60,000 restricted
shares of common stock of the Company (the "Initial Grant") under
the Company’s 2010 Omnibus Incentive Plan (the “Stock Award”) upon
the Effective Date. The Stock Award will vest in equal monthly
installments of 5,000 shares per month over the initial 12-month period of the
Employment Agreement. The unvested restricted shares are subject to
forfeiture if Mr. Zhong does not meet certain conditions such as continued
employment over a specified forfeiture period and/or the material breach of
certain terms and conditions over the forfeiture period. The
“restricted period” is defined as the period beginning on the grant date and
ending on the date the restricted shares, or such applicable portion of the
restricted shares, are deemed vested under the terms and conditions under the
restricted stock agreement.
In
addition, pursuant to the terms of the Employment Agreement, Mr. Zhong will be
entitled to an additional grant of 60,000 shares of restricted stock on the
12-month anniversary date of the Effective Date. Vesting for the
additional grant of restricted shares will be the same as the Initial
Grant.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Employment
Agreement with Mr. Zhong Bo dated December 13, 2010, effective as of
January 1, 2011.
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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.
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ZST
Digital Networks, Inc.
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Dated:
December 14, 2010
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By:
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/s/ John
Chen
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Name:
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John
Chen
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Title:
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Chief
Financial Officer
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