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Envision Solar International, Inc. – ‘S-1/A’ on 9/24/18 – ‘EX-10.30’

On:  Monday, 9/24/18, at 9:09am ET   ·   Accession #:  1065949-18-130   ·   File #:  333-226040

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

 9/24/18  Envision Solar Int’l, Inc.        S-1/A                 92:10M                                    Chilcote Candi M/FA

Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML   1.27M 
                (General Form)                                                   
 2: EX-5        Opinion of Counsel re: Legality                     HTML     28K 
 4: EX-10.24    Agreement by Envision Solar International, Inc.     HTML     24K 
                With the State of California, Dated as of June 12,               
                2015                                                             
 5: EX-10.25    Agreement by Envision Solar International, Inc.     HTML     29K 
                With the City of New York, Dated as of April 17,                 
                2017                                                             
 6: EX-10.28    Agreement by Envision Solar International, Inc.     HTML     36K 
                With the State of California, Dated June 22, 2018                
 7: EX-10.30    Amendment to Employment Agreement for Desmond       HTML     36K 
                Wheatley, Effective as of January 1, 2016                        
 8: EX-10.31    Promissory Note for Deferred Compensation of        HTML     37K 
                Desmond Wheatley, Dated Effective January 15, 2016               
 9: EX-10.32    Agreement by Envision Solar International, Inc.     HTML     24K 
                With the City of Pittsburg, Dated November 7, 2017               
 3: EX-23       Consent of Experts or Counsel                       HTML     26K 
16: R1          Document and Entity Information                     HTML     43K 
17: R2          Consolidated Balance Sheets                         HTML    129K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
19: R4          Consolidated Statements of Operations               HTML     71K 
20: R5          Consolidated Statements of Operations               HTML     30K 
                (Parenthetical)                                                  
21: R6          Consolidated Statements of Changes in               HTML     95K 
                Stockholders' Deficit                                            
22: R7          Consolidated Statements of Cash Flows               HTML    157K 
23: R8          1. Corporate Organization, Nature of Operations     HTML    125K 
                and Summary of Significant Accounting Policies                   
24: R9          2. Going Concern                                    HTML     36K 
25: R10         3. Accounts Receivable, and Deferred Revenue        HTML     38K 
26: R11         4. Prepaid Expenses and Other Current Assets        HTML     31K 
27: R12         5. Inventory                                        HTML     39K 
28: R13         6. Property and Equipment                           HTML     42K 
29: R14         7. Accrued Expenses                                 HTML     41K 
30: R15         8. Line of Credit/Term Debt - Silicon Valley Bank   HTML     39K 
31: R16         9. Convertible Line of Credit                       HTML     47K 
32: R17         10. Convertible Notes Payable - Related Parties     HTML     76K 
                and Fair Value Measurements                                      
33: R18         11. Convertible Notes Payable                       HTML     65K 
34: R19         12. Note Payable and Auto Loan                      HTML     34K 
35: R20         13. Commitments and Contingencies                   HTML     43K 
36: R21         14. Common Stock                                    HTML     60K 
37: R22         15. Stock Options and Warrants                      HTML     96K 
38: R23         16. Income Taxes                                    HTML     59K 
39: R24         12. Revenues                                        HTML     32K 
40: R25         17. Related Party Transactions                      HTML     52K 
41: R26         18. Subsequent Events                               HTML     36K 
42: R27         Corporate Organization, Nature of Operations and    HTML    196K 
                Summary of Significant Accounting Policies                       
                (Policies)                                                       
43: R28         Corporate Organization, Nature of Operations and    HTML     40K 
                Summary of Significant Accounting Policies                       
                (Tables)                                                         
44: R29         Accounts Receivable, and Deferred Revenue (Tables)  HTML     33K 
45: R30         Prepaid Expenses and Other Current Assets (Tables)  HTML     33K 
46: R31         Inventory (Tables)                                  HTML     39K 
47: R32         Property and Equipment (Tables)                     HTML     41K 
48: R33         Accrued Expenses (Tables)                           HTML     40K 
49: R34         Convertible Notes Payable - Related Parties and     HTML     56K 
                Fair Value Measurements (Tables)                                 
50: R35         Convertible Notes Payable (Tables)                  HTML     39K 
51: R36         Commitments and Contingencies (Tables)              HTML     31K 
52: R37         Stock Options and Warrants (Tables)                 HTML     81K 
53: R38         Income Taxes (Tables)                               HTML     52K 
54: R39         12. Revenues (Tables)                               HTML     32K 
55: R40         Corporate Organization, Nature of Operations and    HTML     53K 
                Summary of Significant Accounting Policies                       
                (Details)                                                        
56: R41         1. Corporate Organization, Nature of Operations     HTML     66K 
                and Summary of Significant Accounting Policies                   
                (Details Narrative)                                              
57: R42         2. Going Concern (Details Narrative)                HTML     57K 
58: R43         3. Accounts Receivable, and Deferred Revenue        HTML     35K 
                (Details-Accounts Receivable)                                    
59: R44         3. Accounts Receivable, and Deferred Revenue        HTML     33K 
                (Details Narrative)                                              
60: R45         4. Prepaid Expenses and Other Current Assets        HTML     38K 
                (Details)                                                        
61: R46         5. Inventory (Details)                              HTML     39K 
62: R47         6. Property and Equipment (Details)                 HTML     51K 
63: R48         6. Property and Equipment (Details Narrative)       HTML     31K 
64: R49         7. Accrued Expenses (Details)                       HTML     49K 
65: R50         8. Line of Credit/Term Debt - Silicon Valley Bank   HTML     80K 
                (Details Narrative)                                              
66: R51         9. Convertible Line of Credit (Details Narrative)   HTML     64K 
67: R52         10. Convertible Note Payable - Related Parties and  HTML     37K 
                Fair Value Measurements (Details-Summary)                        
68: R53         10. Convertible Note Payable - Related Parties and  HTML     36K 
                Fair Value Measurements (Details-Fair Value                      
                Measurements)                                                    
69: R54         10. Convertible Note Payable - Related Parties and  HTML     36K 
                Fair Value Measurements (Details-Level 3)                        
70: R55         10. Convertible Note Payable - Related Parties and  HTML     35K 
                Fair Value Measurements (Details-Assumptions)                    
71: R56         10. Convertible Note Payable - Related Parties and  HTML     68K 
                Fair Value Measurements (Details Narrative)                      
72: R57         11. Convertible Notes Payable (Details)             HTML     50K 
73: R58         11. Convertible Notes Payable (Details Narrative)   HTML     83K 
74: R59         12. Notes Payable and Auto Loan (Details            HTML     45K 
                Narrative)                                                       
75: R60         13. Commitments and Contingencies (Details-Future   HTML     37K 
                lease payments )                                                 
76: R61         13. Commitments and Contingencies (Details          HTML     37K 
                Narrative)                                                       
77: R62         14. Common Stock (Details Narrative)                HTML    128K 
78: R63         15. Stock Options and Warrants                      HTML     46K 
                (Details-Assumptions)                                            
79: R64         15. Stock Options and Warrants (Details-Option      HTML     61K 
                Activity)                                                        
80: R65         15. Stock Options and Warrants (Details-Options     HTML     52K 
                Outstanding and Exercisable)                                     
81: R66         15. Stock Options and Warrants (Details-Warrant     HTML     56K 
                Activity)                                                        
82: R67         15. Stock Options and Warrants (Details Narrative)  HTML     78K 
83: R68         16. Income Taxes (Details-Tax Expense)              HTML     45K 
84: R69         16. Income Taxes (Details-Deferred tax assets and   HTML     59K 
                liabilities)                                                     
85: R70         16. Income Taxes (Details Narrative)                HTML     43K 
86: R71         12. Revenues (Details)                              HTML     34K 
87: R72         12. Revenues (Details Narrative)                    HTML     31K 
88: R73         17. Related Party Transactions (Details Narrative)  HTML     93K 
89: R74         14. Subsequent Events (Details Narrative)           HTML     36K 
91: XML         IDEA XML File -- Filing Summary                      XML    164K 
90: EXCEL       IDEA Workbook of Financial Reports                  XLSX    115K 
10: EX-101.INS  XBRL Instance -- evsi-20180630                       XML   1.68M 
12: EX-101.CAL  XBRL Calculations -- evsi-20180630_cal               XML    217K 
13: EX-101.DEF  XBRL Definitions -- evsi-20180630_def                XML    676K 
14: EX-101.LAB  XBRL Labels -- evsi-20180630_lab                     XML   1.04M 
15: EX-101.PRE  XBRL Presentations -- evsi-20180630_pre              XML    957K 
11: EX-101.SCH  XBRL Schema -- evsi-20180630                         XSD    187K 
92: ZIP         XBRL Zipped Folder -- 0001065949-18-000130-xbrl      Zip    171K 


‘EX-10.30’   —   Amendment to Employment Agreement for Desmond Wheatley, Effective as of January 1, 2016


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



EXHIBIT 10.30

 

AMENDMENT TO EMPLOYMENT AGREEMENT

 

 

This AMENDMENT TO EMPLOYMENT AGREEMENT (this "Agreement") is effective as of the 1st day of January 2016, by and between Envision Solar International, Inc., a Nevada corporation (the "Company"), and Desmond Wheatley, an individual ("Employee"), and is made with respect to the following facts:

 

 

R E C I T A L S

 

A.       The Company and the Employee entered into that certain Employment Agreement, dated as of January 1, 2016 (the “Original Agreement”), by and between the Company, as employer, and Desmond Wheatley, as employee.

 

B.       In order to ensure that the Original Agreement complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the parties desire to enter into this Agreement as an Amendment to the Original Agreement, effective as of the effective date of the Original Agreement.

 

C.       The parties have entered into this Agreement for the purpose of setting forth the original terms of employment of the Employee by the Company.

 

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:

 

1.       Amendment. Section 8.1 of the Original Agreement is hereby amended and restated in its entirety to provide as follows, in lieu of the provision in the Original Agreement:

 

“8.1 Annual Compensation.  Starting on January 1, 2016, Employee shall be paid a fixed salary of $250,000 per annum, which will be paid (1) in twenty-four installments of $8,333.33 each on the fifteenth and last day of each month and (2) twenty-four installments of $2083.34 each on the same dates, which Employee shall defer until the earliest to occur of the following: (i) a permissable event specified in Section 409A of the Code, or (ii) December 31, 2020, or (iii) an event specified below in Section 8.1(a) or 8.1(b) of this Agreement (collectively, “Annual Compensation”). In the case of a cessation of the deferral, the Company’s Board of Directors may unilaterally affect such a result by a resolution duly adopted by it without the agreement or participation of the Employee and with Employee recusing himself from the vote. Employee will be paid all of the deferred amount upon the occurrence of (a) if and when the Company experiences a “change of control” whereby more than 50% of the outstanding equity of the Company changes ownership in a single transaction or series of related transactions, or otherwise as defined in Section 15.6 of the Original Agreement, (b) a sale of all or substantially all of the assets of the Company, (c) a permissable event specified in Section 409A of the Code, or (d) on December 31, 2020. In any event, all deferred amounts of salary under this Section 8.1 will be evidenced by an unsecured convertible promissory note payable by the Company to the Employee, bearing simple interest at the rate of 10% per annum, accruing until paid, convertible into shares of the Company’s common stock at $.15 per share (subject to appropriate adjustment in the event of stock dividends, stock splits, recapitalizations, and similar extraordinary transactions) in whole or in part at the Employee’s discretion, provided

 C: 
 C: 
 

 

that the deferred salary represented by the outstanding balance of the note to be converted is due and payable by the Company under Section 8.1 of this Agreement. The maturity date of the note is December 31, 2020, provided that the maturity date will be accelerated to a date described in Section 8.1(a), 8.1(b), 8.1(c) or 8.1(d) of this Agreement, if applicable. The promissory note will initially be issued on January 15, 2016 and thereafter be amended for each payment period to reflect increases in outstanding principal, with interest accruing on outstanding principal, as adjusted, on a simple basis without compounding. Notwithstanding anything else herein to the contrary, under no circumstances will any deferred salary be paid to the Employee under this Agreement in violation of Section 409A of the Code. ”

 

2.       Effect of Amendment. The Original Agreement will remain in full force and effect except as modified by this Agreement. In the event of any contradiction in terms between this Agreement and the Original Agreement, the terms of this Agreement will govern.

 

3.       Applicable Law. This Agreement and the Original Agreement, as amended, shall be construed as a whole and in accordance with their fair meaning. This Agreement and the Original Agreement, as amended, shall be interpreted in accordance with the laws of the State of California, and venue for any action or proceedings brought with respect to this Agreement or the Original Agreement, as amended, shall be in the County of San Diego in the State of California.

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

 

THE COMPANY: Envision Solar International, Inc.
a Nevada corporation

 

 

 

Peter Davidson, Director
Date: July 24, 2018

 

 

Anthony Posawatz, Director
Date: July 24, 2018

 

 

EMPLOYEE: By:
Desmond Wheatley
Date: July 24, 2018

 

 C: 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing    Date    Other Filings
12/31/20
Filed on:9/24/18CORRESP
7/24/188-K
1/15/16
1/1/16
 List all Filings 


5 Subsequent Filings that Reference this Filing

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

 4/16/24  Beam Global                       10-K       12/31/23   87:6.7M                                   GlobalOne Filings Inc/FA
 3/31/23  Beam Global                       10-K       12/31/22   73:5.3M                                   GlobalOne Filings Inc/FA
 9/16/22  Beam Global                       S-1                   15:783K                                   GlobalOne Filings Inc/FA
 3/31/22  Beam Global                       10-K       12/31/21   69:4.9M                                   GlobalOne Filings Inc/FA
 3/30/21  Beam Global                       10-K       12/31/20   80:4.4M                                   GlobalOne Filings Inc/FA
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Filing Submission 0001065949-18-000130   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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