INDIA GLOBALIZATION CAPITAL, INC. : Conclusion of a cloth definitive settlement, annual monetary statements and annexes (Kind 8-Okay)
Item 1.01 Conclusion of a material definitive agreement.
Article 5.02. Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensation Agreements for Certain Executives.
Employment contract of the CEO
On November 18, 2021, India Globalization Capital Inc. (“IGC” or the “Company”) entered into an employment contract with the Company’s Executive Chairman and Chief Executive Officer, Mr. Ram Mukunda (“Mr. Mukunda” or “Executive”) (the ” CEO employment contract “). The CEO employment contract has an initial term of five years and is automatically renewed for a further 12 months at the end of the first five years and every additional one-year anniversary thereafter, unless it is directed by the company or Mr. Mukunda. terminated according to its terms.
The CEO employment contract provides for a base annual salary of $ 360,000, which is consistent with Mr. Mukunda’s current base annual salary and is subject to annual board review. In addition, under the CEO employment contract, Mr. Mukunda is entitled to an annual bonus and an annual allocation of shares or options under the Employer’s Omnibus Incentive Plan 2018, as amended or revised (the “Plan”) and / or under the shares which are approved from time to time by shareholders as special awards, the exercise of which is determined by an award agreement and the Compensation Committee and approved by the employer’s board of directors. As soon as possible after signing this Agreement, Mr. Mukunda will receive a capital allocation under the terms of the capital allocation as set out by the Board of Directors and governed by the Plan and will include a claw back provision under the IGC claw back policy.
Mr. Mukunda is entitled to participate in all employer-maintained executive benefit plans on substantially the same terms as other Company executives, including at least eight (8) paid sick days per year, twenty (20) paid days vacation per year and all other public holidays and Vacations provided that such time off is taken in accordance with IGC’s standard time off policy that applies to all other executives. Only vacation days that have not been used in a period of twelve (12) months are incurred and carried over to subsequent years and Mr Mukunda is entitled to vacation accrual if he is terminated.
The CEO employment contract also stipulates that the company must reimburse Mr. Mukunda for the business expenses incurred in performing his duties and responsibilities under the contract. The company also provides him with a car, plus gasoline and maintenance costs, that he uses in connection with performing his duties for the employer. Monthly lease payments to the company for such a car cannot exceed $ 1,500. Mr. Mukunda will reimburse the company $ 175 a month for personal use of the automobile. The employer also provides the executive employee with compensation, reimbursement of business expenses, executive and personal assistant, domestic help, driver, cook, life insurance, health insurance, pension, deferred compensation, occupational disability insurance, travel insurance, director and officer insurance and others to the extent permitted by law which may be required from time to time.
During his tenure as director and / or officer of the employer, Mr. Mukunda must at all times retain ownership of no less than 35% of the common stock received upon first joining the board and no less than 35% of all common stock, which he receives during his term of office on the Board of Directors; otherwise, the share ownership requirements do not apply if he is transferring shares to a personal trust or gifting shares to a third party.
Under the CEO employment contract, if Mr. Mukunda resigns for “good cause” or the Company terminates Mr. Mukunda’s employment for no “reason” or at the end of the term, the Company will not “renew” the CEO employment contract on essentially the same terms ( as defined in the CEO employment contract), the company must pay Mr. Mukunda (i) 1.5 times the average total compensation shown on the SEC filed 10-K, calculated over the previous two 10-K – Submissions before the termination date, with such payments to be made in eighteen equal monthly installments, starting with the first payment period after the execution of the press release by the Executive; (ii) immediate vesting of stock awards under the Plan that would have vested within twelve months of the termination date had the executive not been terminated; (iii) if the executive chooses COBRA cover in good time and is entitled to it, reimbursement of the costs of the executive for COBRA premiums for the continuation of health insurance (insofar as these premiums exceed the contributory costs for the same insurance cover that the employer charges active employees) for eighteen months or until his or her right to COBRA continuation expires, whichever is shorter. (iv) The Company will cover the Executive with Directors and Officers Insurance (D&O) for a continuous period of 10 years in accordance with the employer’s policy and the coverage of other Directors. The D&O cover covers the years in which the management served as the employer’s chief executive officer.
If Mr. Mukunda’s termination of employment for “basic,” “non-renewed” or “important cause” occurs either (a) during a period in which the Company is party to a fully executed letter of intent or a definitive corporate agreement, the execution of which would lead to a “change of control” (each as defined in the CEO employment contract) or (b) within twelve (12) months after the change of control, then the severance payment is 2.99 times instead of 1.5 times and is payable in a single cash payment on the sixtieth day following the executive’s notice of termination or delivery of the executed clearance, and any untransferred share awards under the plan vest immediately.
The manager can terminate their employment with the company at any time for any reason (or without giving reasons) by giving the employer ninety (90) days prior written notice of the voluntary resignation.
Point 9.01. Annual accounts and exhibits.
(d) exhibits. Appendix No. Description of employment contract, valid from November 18, 10.1 * 2021, by and between India Globalization Capital Inc. and Mr. Ram Mukunda. ** 104 Cover Sheet Interactive Data File (formatted as Inline XBRL)
* Management contract or compensation plan or agreement.
** Certain attachments or similar attachments to this exhibit have been omitted in accordance with Article 601 (a) (5) of Regulation SK.
The registrant hereby agrees to provide the Securities and Exchange Commission with a copy of an omitted schedule or an annex to this annex upon request.
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