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Blink Charging Co. – ‘10-K’ for 12/31/15 – ‘EX-10.4’

On:  Friday, 7/29/16, at 5:35pm ET   ·   For:  12/31/15   ·   Accession #:  1493152-16-11853   ·   File #:  333-149784

Previous ‘10-K’:  ‘10-K’ on 12/8/15 for 12/31/14   ·   Next:  ‘10-K’ on 4/14/17 for 12/31/16   ·   Latest:  ‘10-K/A’ on 4/26/24 for 12/31/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/29/16  Blink Charging Co.                10-K       12/31/15   99:10M                                    M2 Compliance/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.28M 
 2: EX-10.4     Material Contract                                   HTML     38K 
 3: EX-10.7     Material Contract                                   HTML    117K 
 4: EX-10.8     Material Contract                                   HTML    121K 
 5: EX-10.9     Material Contract                                   HTML     68K 
 6: EX-21.1     Subsidiaries List                                   HTML     30K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     36K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     36K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     29K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     30K 
17: R1          Document and Entity Information                     HTML     57K 
18: R2          Consolidated Balance Sheets                         HTML    130K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
20: R4          Consolidated Statements of Operations               HTML    128K 
21: R5          Consolidated Statement of Changes in Stockholders'  HTML    211K 
                Deficiency                                                       
22: R6          Consolidated Statement of Changes in Stockholders'  HTML     34K 
                Deficiency (Parenthetical)                                       
23: R7          Consolidated Statements of Cash Flows               HTML    178K 
24: R8          Business Organization and Nature of Operations      HTML     32K 
25: R9          Going Concern and Management's Plans                HTML     35K 
26: R10         Summary of Significant Accounting Policies          HTML     82K 
27: R11         Ecotality Estate Acquisition                        HTML     38K 
28: R12         Assets and Liabilities Transferred to Trust         HTML     64K 
                Mortgage - 350 Green                                             
29: R13         Fixed Assets                                        HTML     46K 
30: R14         Intangible Assets                                   HTML     37K 
31: R15         Other Assets                                        HTML     34K 
32: R16         Accrued Expenses                                    HTML     57K 
33: R17         Accrued Public Information Fee                      HTML     30K 
34: R18         Notes Payable                                       HTML     42K 
35: R19         Deferred Revenue                                    HTML     46K 
36: R20         Fair Value Measurement                              HTML     73K 
37: R21         Stockholders' Deficiency                            HTML    173K 
38: R22         Income Taxes                                        HTML     68K 
39: R23         Related Parties                                     HTML     34K 
40: R24         Commitments and Contingencies                       HTML     63K 
41: R25         Subsequent Events                                   HTML     51K 
42: R26         Summary of Significant Accounting Policies          HTML    143K 
                (Policies)                                                       
43: R27         Summary of Significant Accounting Policies          HTML     39K 
                (Tables)                                                         
44: R28         Assets and Liabilities Transferred to Trust         HTML     62K 
                Mortgage - 350 Green (Tables)                                    
45: R29         Fixed Assets (Tables)                               HTML     36K 
46: R30         Intangible Assets (Tables)                          HTML     34K 
47: R31         Other Assets (Tables)                               HTML     34K 
48: R32         Accrued Expenses (Tables)                           HTML     40K 
49: R33         Deferred Revenue (Tables)                           HTML     43K 
50: R34         Fair Value Measurement (Tables)                     HTML     70K 
51: R35         Stockholders' Deficiency (Tables)                   HTML    108K 
52: R36         Income Taxes (Tables)                               HTML     68K 
53: R37         Commitments and Contingencies (Tables)              HTML     32K 
54: R38         Subsequent Events (Tables)                          HTML     33K 
55: R39         Going Concern and Management's Plans (Details       HTML     56K 
                Narrative)                                                       
56: R40         Summary of Significant Accounting Policies          HTML     59K 
                (Details Narrative)                                              
57: R41         Summary of Significant Accounting Policies -        HTML     38K 
                Schedule of Estimated Useful Life of Property and                
                Equipment (Details)                                              
58: R42         Summary of Significant Accounting Policies -        HTML     37K 
                Schedule of Outstanding Diluted Shares Outstanding               
                from Diluted Loss Per Share Computation (Details)                
59: R43         Ecotality Estate Acquisition (Details Narrative)    HTML     52K 
60: R44         Assets and Liabilities Transferred to Trust         HTML     43K 
                Mortgage - 350 Green (Details Narrative)                         
61: R45         Assets and Liabilities Transferred to Trust         HTML     62K 
                Mortgage - 350 Green - Schedule of Consolidated                  
                Statements of Operations (Details)                               
62: R46         Assets and Liabilities Transferred to Trust         HTML     38K 
                Mortgage - 350 Green - Schedule of Non-controlling               
                Interest (Details)                                               
63: R47         Assets and Liabilities Transferred to Trust         HTML     36K 
                Mortgage - 350 Green - Schedule of Accrued                       
                Expenses Pertaining (Details)                                    
64: R48         Fixed Assets (Details Narrative)                    HTML     56K 
65: R49         Fixed Assets - Schedule of Fixed Assets (Details)   HTML     43K 
66: R50         Intangible Assets (Details Narrative)               HTML     32K 
67: R51         Intangible Assets - Schedule of Intangible Assets   HTML     35K 
                (Details)                                                        
68: R52         Other Assets - Schedule of Other Assets (Details)   HTML     38K 
69: R53         Accrued Expenses (Details Narrative)                HTML    141K 
70: R54         Accrued Expenses - Schedule of Accrued Expenses     HTML     70K 
                (Details)                                                        
71: R55         Accrued Public Information Fee (Details Narrative)  HTML     34K 
72: R56         Notes Payable (Details Narrative)                   HTML    141K 
73: R57         Deferred Revenue (Details Narrative)                HTML     29K 
74: R58         Deferred Revenue - Summary of Deferred Revenue      HTML     55K 
                (Details)                                                        
75: R59         Deferred Revenue - Summary of Deferred Revenue      HTML     36K 
                Recognized (Details)                                             
76: R60         Fair Value Measurement (Details Narrative)          HTML     62K 
77: R61         Fair Value Measurement - Summary of Assumptions     HTML     39K 
                Used for Valuation of Fair Value Liabilities                     
                (Details)                                                        
78: R62         Fair Value Measurement - Summary of Changes in      HTML     57K 
                Fair Value of Warrant Liabilities Measured at                    
                Recurring Basis (Details)                                        
79: R63         Fair Value Measurement - Summary of Assets and      HTML     42K 
                Liabilities Measured at Fair Value Recurring and                 
                Nonrecurring Basis (Details)                                     
80: R64         Stockholders' Deficiency (Details Narrative)        HTML    605K 
81: R65         Stockholders' Deficiency - Summary of               HTML     40K 
                Black-Scholes Option Pricing Model to Stock                      
                Options Granted Assumption (Details)                             
82: R66         Stockholders' Deficiency - Summary of Options       HTML     63K 
                Activity (Details)                                               
83: R67         Stockholders' Deficiency - Schedule of Stock        HTML     58K 
                Options (Details)                                                
84: R68         Stockholders' Deficiency - Summary of Warrants      HTML     62K 
                Activity (Details)                                               
85: R69         Stockholders' Deficiency - Summary of Warrants      HTML     35K 
                Activity (Details) (Parenthetical)                               
86: R70         Stockholders' Deficiency - Schedule of Stock        HTML     56K 
                Warrants (Details)                                               
87: R71         Income Taxes (Details Narrative)                    HTML     38K 
88: R72         Income Taxes - Schedule of Income Tax Provision     HTML     48K 
                (Benefit) (Details)                                              
89: R73         Income Taxes - Summary of Reconciliation of         HTML     48K 
                Statutory Federal Income Tax Rate and Effective                  
                Income Tax Rate (Details)                                        
90: R74         Income Taxes - Schedule of Deferred Tax Assets and  HTML     62K 
                Liabilities (Details)                                            
91: R75         Related Parties (Details Narrative)                 HTML     33K 
92: R76         Commitments and Contingencies (Details Narrative)   HTML    179K 
93: R77         Commitments And Contingencies - Summary of Future   HTML     37K 
                Minimum Lease Payments (Details)                                 
94: R78         Subsequent Events (Details Narrative)               HTML    167K 
95: R79         Subsequent Events - Summary of Shares Issued        HTML     43K 
                Series C Convertible Preferred Stock (Details)                   
96: R80         Subsequent Events - Summary of Shares Issued        HTML     38K 
                Series C Convertible Preferred Stock (Details)                   
                (Parenthetical)                                                  
98: XML         IDEA XML File -- Filing Summary                      XML    175K 
97: EXCEL       IDEA Workbook of Financial Reports                  XLSX    133K 
11: EX-101.INS  XBRL Instance -- ccgi-20151231                       XML   2.32M 
13: EX-101.CAL  XBRL Calculations -- ccgi-20151231_cal               XML    260K 
14: EX-101.DEF  XBRL Definitions -- ccgi-20151231_def                XML   1.04M 
15: EX-101.LAB  XBRL Labels -- ccgi-20151231_lab                     XML   2.16M 
16: EX-101.PRE  XBRL Presentations -- ccgi-20151231_pre              XML   1.34M 
12: EX-101.SCH  XBRL Schema -- ccgi-20151231                         XSD    377K 
99: ZIP         XBRL Zipped Folder -- 0001493152-16-011853-xbrl      Zip    244K 


‘EX-10.4’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

SECOND AMENDMENT TO

EXECUTIVE EMPLOYMENT AGREEMENT

 

This is the Second Amendment (this “Amendment”) to that certain Executive Employment Agreement (the “Agreement”) by and between Car Charging Group, Inc. (the “Company”) and Michael D. Farkas (“Executive”) dated October 29, 2010.

 

The parties make the following terms and conditions part of the Agreement:

 

1. Effective Date. The Effective Date of the Amendment is July 24, 2015.

 

2. Appointment as Chief Visionary Officer. As of the Effective Date, Executive shall be appointed as Chief Visionary Officer of the Company and shall no longer serve as Chief Executive Officer. Additionally, he will remain Executive Chairman of the Board of Directors, and, at the discretion of the Company’s Board, he will remain a member of the Company’s Executive Committee and a member of the Company’s OPFIN Committee. As Chief Visionary Officer, Executive will focus on (i) bringing the Company’s financial reporting up-to-date, (ii) hardware development, (iii) finding and closing on potential fundraising opportunities, and (iv) the uplisting of the Company. Executive’s salary shall not be changed by this Amendment and Executive shall remain entitled to receive payment for installations consistent with amounts currently paid to upper management of the Company.

 

3. Board Member Compensation. So long as Executive serves as a member of the Company’s Board of Directors, and it is otherwise permissible under the Company’s existing financing arrangements, Executive’s compensation shall be the following for his attendance at meetings of the Board of Directors:

 

  a. 5,000 options to purchase shares of the Company’s common stock at a price equal to $0.01 above the closing price of the Company’s common stock on the date of the meeting for which the options are paid in accordance with the Company’s then-current incentive plan; and
     
  b. A “Nominal Fee” of $1,500 cash per meeting. The Company reserves the right to elect to pay the Nominal Fee in shares of Company common stock at a value of two times its cash value based on the closing price of the Company’s common stock on the date of the meeting for which the Nominal Fee is paid in accordance with the Company’s then-current incentive plan.

 

If a Board of Directors meeting is held on a day the stock market is not open, the price shall be based on the closing price of the Company’s common stock on the next available business day.

 

4. Incentive Payment. In the event a sale of the Company is effected within one (1) year of the Effective Date, Executive shall be entitled to receive an incentive payment for his work on and support of the sale process equal to one percent (1%) of the gross sale price. During the term of the Agreement, Executive shall not receive payment under this Section (or otherwise) based on amounts raised by the Company through a re-IPO process or other traditional or non-traditional capital raising efforts.

 

5. Term. The Term of Executive’s employment hereunder shall commence on the Effective Date and end on the four (4) month anniversary thereof, unless determined by the Company’s Board of Directors that it is in the best interests of the Company to extend the term. Executive’s participation on the Company’s Board of Directors and its committees shall not be affected by the termination of his employment as Chief Visionary Officer hereunder. Section 4(D)(ii) of the Agreement is hereby deleted in its entirety.

 

 C: 
Page  C: 1 of 2
 

 

6. Affiliate Agreements. The parties expressly agree and acknowledge that that certain Car Charging Group, Inc. Fee/Commission Agreement dated November 17, 2009 between Car Charging, Inc. and The Farkas Group, Inc. (the “Fee Agreement”), that certain Consulting Agreement dated October 20, 2009 between Car Charging, Inc. and The Farkas Group, Inc. (the “Consulting Agreement”), and that certain Patent License Agreement dated March 29, 2012 among the Company, Executive and Balance Holdings, LLC (collectively with the Fee Agreement and the Consulting Agreement, the “Affiliate Agreements”) shall remain in full force and effect in accordance with their terms except that (i) any and all amounts that may be owed under the Affiliate Agreements through the Effective Date are hereby released, forgiven and discharged and (ii) the Fee Agreement and the Consulting Agreement shall, unless reinstated earlier by the Company’s Board of Directors, be temporarily suspended for so long as Executive remains Chief Visionary Officer of the Company.

 

7. Consideration. The parties further expressly agree and acknowledge that in consideration of the agreements contained herein and in full and complete satisfaction of any and all amounts owed to Executive and/or Executive’s affiliates pursuant to the Agreement and/or the Affiliate Agreements through the Effective Date (including without limitation $240,000 in unpaid salary under the Agreement), the Company shall deliver to Executive a total of $400,000 worth of Series C Preferred Stock simultaneously herewith.

 

8. Warrants and Options. Any and all options or warrants awarded to the Executive (or an Affiliate of Executive) to acquire the Company’s common stock which are held as of the Effective Date shall vest immediately.

 

9. Conflicts. In the event that there is a conflict between the provisions of this Amendment and the Agreement, the terms stated herein shall prevail. Any terms and conditions stated in the Agreement that remain unchanged by the terms of this Amendment shall remain in full force and effect.

 

10. Counterparts. This Amendment may be executed in any number of counterparts, including facsimile and scanned versions, each of which when so executed shall be deemed an original and all of which shall constitute together one and the same instrument, and shall be effective upon execution by all of the parties.

 

IN WITNESS WHEREOF, the parties have executed this Second Amendment to Consulting Agreement.

 

CAR CHARGING GROUP, INC.   EXECUTIVE
       
By:      
  Andy Kinard, President   Michael D. Farkas

 

 C: 
Page 2 of 2
 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:7/29/16
For Period end:12/31/15
7/24/158-K
3/29/12
10/29/10
11/17/09
10/20/09
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/01/23  Blink Charging Co.                10-K/A     12/31/22   12:1.7M                                   M2 Compliance LLC/FA
 3/14/23  Blink Charging Co.                10-K       12/31/22   96:15M                                    M2 Compliance LLC/FA
 3/16/22  Blink Charging Co.                10-K       12/31/21   92:12M                                    M2 Compliance LLC/FA
 3/31/21  Blink Charging Co.                10-K       12/31/20   97:7.2M                                   M2 Compliance LLC/FA
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Filing Submission 0001493152-16-011853   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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