Attached files
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| EX-10.1 - MATERIAL CONTRACTS - HireQuest, Inc. | a2021smithagreementexecut.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 15,
2021
HIREQUEST, INC.
(Exact name of registrant as specified in its Charter)
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Delaware
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000-53088
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91-2079472
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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111 Springhall Drive, Goose Creek, SC
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29445
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(Address of Principal Executive Offices)
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(Zip Code)
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(843) 723-7400
(Registrant’s telephone number, including area
code)
_________________________________
(Former name, former address and former fiscal year, 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):
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title
of Each Class
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Trading
Symbol(s)
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Name of
Each Exchange on Which Registered
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Common
Stock, $0.001 par value
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HQI
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The
NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On July
15, 2021, HireQuest, Inc. (the "Company") entered into an Executive
Employment Agreement by and among the Company, HQ LTS Corporation,
a wholly-owned subsidiary of the Company (the "Subsidiary"), and
Cory Smith, the Company's Chief Financial Officer (the "Employment
Agreement").
The
Employment Agreement provides for Mr. Smith to continue serving as
the Company's Chief Financial Officer during an initial term
through July 15, 2023 (the "Term") and to receive an annual base
salary of $190,000, payable at periodic intervals in accordance
with the Subsidiary's normall payroll practices. Mr. Smith will be
eligible for (i) a discretionary bonus with respect to each fiscal
year beginning with the fiscal year ending December 31, 2021 in the
Compensation Committee's sole discretion, and (ii) a performance
bonus beginning with the fiscal year ended December 31, 2021 of up
to 50% of his base salary, subject to approval by the Compensation
Committee, upon achieving various tiered goals for improvement in
year over year sales, accounts receivable turns, workers'
compensation loss ratio, and maintenance of core staff
payroll.
Mr.
Smith will also be granted 10,000 shares of restricted common stock
of the Company pursuant to the HireQuest, Inc. 2019 Equity
Incentive Plan, subject to the terms and conditions of the plan
(the "Restricted Shares"). The Restricted Shares vest according to
the following schedule: 50% on the second anniversary of the
execution of the Employment Agreement, and 6.25% per fiscal quarter
for each of the first eight fiscal quarters occurring thereafter
subject to accelerated vesting upon termination of Mr. Smith's
employment under certain conditions. Mr. Smith is also entitled to
vacation and other employee benefits in accordance with the
Subsidiary's policies.
Mr.
Smith's employment can be terminated at any time for cause or
without cause subject to 60 days' notice. If the employment is
terminated for cause or due to death or disability, Mr. Smith or
his estate will receive any unpaid base salary plus accrued time
off or vacation, accrued and unpaid bonuses, reimbursable expenses,
and continued health care benefits at Mr. Smith's expense. If Mr.
Smith's employment is terminated due to death or disability, Mr.
Smith or his estate is also entitled to an amount equal to the base
salary Mr. Smith would have earned in the sixty day period
following his death or permanent disability, the limited death,
disability, and income continuation benefits provided under any
applicable plan, and pro-rata vesting of the Restricted Shares
calculated as if his restricted stock had vested
monthly.
If the
employment is terminated by the Company without "cause" or Mr.
Smith resigns for "good reason" (as each of those terms is defined
in the Employment Agreement), Mr. Smith is entitled to receive any
unpaid base salary plus accrued paid time off or vacation,
pro-rated payment of the performance bonus, an amount equal to Mr.
Smith's base salary for a period equal to one month for every year
of total employment by the Company or its affiliates up to a
maximum of six months, reimbursable expenses, continued health care
benefits at Mr. Smith's expense, and pro-rata vesting of the
Restricted Shares calculated as if his restricted stock had vested
monthly. If the employment terminates due to non-renewal of the
agreement, Mr. Smith is entitled to receive any unpaid base salary
plus accrued paid time off or vacation, pro-rated payment of the
performance bonus, and 50% of the Restricted Shares shall
immediately vest.
If a
"change of control" (generally defined in the Employment Agreement
at the 50% level) occurs prior to the end of the Term, the
agreement is extended automatically for a one-year renewal period
beginning on the date of the change of control (a "Post-Change of
Control Renewal Period"). If Mr. Smith's employment is terminated
during the Post-Change of Control Renewal Period, he is entitled to
a one-time, lump-sum severance payment equal to 150% of his base
salary then in effect, and all restrictions on outstanding equity
awards, including the Restricted Shares, will lapse such that Mr.
Smith will be fully vested in such awards.
The
foregoing description of the Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to the
Employment Agreement, which is attached as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
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Description
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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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HIREQUEST, INC.
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(Registrant)
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Date:
July 19, 2021
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/s/
John McAnnar
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John McAnnar
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Vice
President, Corporate Secretary, and
Chief
Legal Officer
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