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On October 5, 2016, the Board of Directors (the “Board”) of COPsync, Inc. (the “Company”) appointed Brad Powers and Ward E. Leber as directors of the Company. Their appointments are effective October 5, 2016 and they will each stand for election to the Board at the Company’s 2017 Annual Meeting of Stockholders.

On October 5, 2016, the Board also approved consulting arrangements with Mr. Leber for marketing and business development services and with the Child Safety Network, LLC (“CSN”), the master licensor on behalf of the non-profit organization Child Safety Network, Inc., for government relations and certain business services.  Mr. Leber founded and serves as chairman of the professional advisory board of the Child Safety Network, Inc., and serves as president of CSN.   Pursuant to the consulting agreement with Mr. Leber, the Company will pay Mr. Leber a fee of $10,000 per month.  In addition, Mr. Leber will be granted options to acquire 200,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $1.00 per share, which stock options vest pro-rata as of October 1, 2016, on a monthly basis over three (3) years.  The term of Mr. Leber’s consulting agreement is twelve (12) months, and may be terminated by either party upon 30 days’ written notice.  Pursuant to the consulting agreement with CSN, the Company shall pay CSN a fee of $35,000 per month, which amount shall be primarily used for certain government relations services.  In addition, CSN will be granted options to acquire 420,000 shares of Common Stock, at an exercise price of $1.00 per share, which stock options vest pro-rata as of October 1, 2016, on a monthly basis over one (1) year.  The term of the CSN consulting agreement is twelve (12) months, and may be terminated by either party upon 30 days’ written notice. In consideration for the Company’s obligations under the CSN consulting agreement, and for no additional consideration, CSN also granted the Company a non-exclusive license in the United States and all other countries in which CSN is or in the future conducts business, to use and display CSN’s name, trademarks, tradenames and logos, subject to certain terms and conditions as set forth in the Non-Exclusive License Agreement, effective as of October 1, 2016, by and between the Company and CSN.

On December 9, 2016, the Board appointed Brad Powers to its compensation committee, subject to final confirmation that Mr. Powers satisfies the independent director standards under NASDAQ corporate governance rules. The Company expects to enter into a consulting arrangement with Mr. Powers for advisory and general business services, pursuant to which Mr. Powers would also receive equity and cash compensation, which would be considered in determining whether Mr. Powers satisfies NASDAQ’s independent director standards.

 

Messrs. Powers and Leber will be entitled to compensation for service on the Board and its committees in accordance with the Company’s standard compensation policies and practices for non-employee directors, the components of which were disclosed in the Company’s Proxy Statement for its 2016 Annual Meeting of Stockholders. A copy of the Company’s press release announcing the appointment of Messrs. Powers and Leber is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

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