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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/13/21 Live Ventures Inc. 10-K 9/30/20 117:17M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.32M
2: EX-10.35 Material Contract HTML 58K
3: EX-10.45 Material Contract HTML 47K
4: EX-10.71 Material Contract HTML 35K
5: EX-10.72 Material Contract HTML 58K
6: EX-10.73 Material Contract HTML 38K
7: EX-10.77 Material Contract HTML 45K
8: EX-10.79 Material Contract HTML 40K
9: EX-10.80 Material Contract HTML 52K
10: EX-10.84 Material Contract HTML 45K
11: EX-14.1 Code of Ethics HTML 61K
12: EX-21.1 Subsidiaries List HTML 33K
13: EX-23.1 Consent of Expert or Counsel HTML 30K
14: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
15: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
16: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
17: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
24: R1 Document and Entity Information HTML 95K
25: R2 Consolidated Balance Sheets HTML 150K
26: R3 Consolidated Balance Sheets (Parenthetical) HTML 60K
27: R4 Consolidated Statements of Income (Loss) HTML 124K
28: R5 Consolidated Statements of Changes in HTML 69K
Stockholders' Equity
29: R6 Consolidated Statements of Cash Flows HTML 143K
30: R7 Background and Basis of Presentation HTML 40K
31: R8 Summary of Significant Accounting Policies HTML 84K
32: R9 Leases HTML 66K
33: R10 Acquisitions HTML 199K
34: R11 Balance Sheet Detail Information HTML 216K
35: R12 Intangibles HTML 49K
36: R13 Long-Term Debt HTML 288K
37: R14 Notes Payable, Related Parties HTML 84K
38: R15 Stockholders' Equity HTML 40K
39: R16 Warrants HTML 94K
40: R17 Stock-Based Compensation HTML 190K
41: R18 Income (Loss) Per Share HTML 99K
42: R19 Related Party Transactions HTML 44K
43: R20 Commitments and Contingencies HTML 135K
44: R21 Income Taxes HTML 177K
45: R22 Segment Reporting HTML 224K
46: R23 Subsequent Events HTML 34K
47: R24 Summary of Significant Accounting Policies HTML 146K
(Policies)
48: R25 Leases (Tables) HTML 63K
49: R26 Acquisitions (Tables) HTML 194K
50: R27 Balance Sheet Detail Information (Tables) HTML 215K
51: R28 Intangibles (Tables) HTML 48K
52: R29 Long-Term Debt (Tables) HTML 255K
53: R30 Notes Payable, Related Parties (Tables) HTML 77K
54: R31 Warrants (Tables) HTML 98K
55: R32 Stock-Based Compensation (Tables) HTML 193K
56: R33 Income (Loss) Per Share (Tables) HTML 96K
57: R34 Commitments and Contingencies (Tables) HTML 302K
58: R35 Income Taxes (Tables) HTML 177K
59: R36 Segment Reporting (Tables) HTML 220K
60: R37 Background and Basis of Presentation - Additional HTML 34K
Information (Details)
61: R38 Summary of Significant Accounting Policies - HTML 105K
Additional Information (Details)
62: R39 Leases - Additional Information (Details) HTML 63K
63: R40 Leases - Schedule of Right of Use Assets and Lease HTML 37K
Liabilities (Details)
64: R41 Leases - Schedule of Present Value of Future Lease HTML 50K
Payments (Details)
65: R42 Acquisitions - Additional Information (Detail) HTML 63K
66: R43 Acquisitions - Summary of Purchase Price HTML 87K
Allocation of Purchase of Acquired Identifiable
Assets, Liabilities Assumed and Goodwill and
Bargain Purchase Gain (Detail)
67: R44 Acquisitions - Summary of Assets Acquired and HTML 74K
Liabilities Assumed Within Fair Value Hierarchy
(Detail)
68: R45 Balance Sheet Detail Information - Schedule of HTML 139K
Balance Sheet Detail Information (Details)
69: R46 Balance sheet Detail Information - Additional HTML 42K
Information (Details)
70: R47 Intangibles - Additional Information (Details) HTML 37K
71: R48 Intangibles - Future Amortization Expense Related HTML 46K
to Intangible Assets (Details)
72: R49 Long Term Debt - Schedule of Long-term Debt HTML 90K
(Details)
73: R50 Long Term Debt - Schedule of Long-term Debt HTML 44K
(Parenthetical) (Details)
74: R51 Long Term Debt - Schedule of Future Maturities of HTML 51K
Long-term Debt (Details)
75: R52 Long-Term Debt - Bank of America Revolver Loan - HTML 74K
Additional Information (Details)
76: R53 Long-Term Debt - Schedule of Fixed Coverage Ratio HTML 57K
(Details)
77: R54 Long-Term Debt - Summary of Bank Revolver HTML 56K
(Details)
78: R55 Long-term Debt - Loan With Encina Business Credit, HTML 101K
LLC - Additional Information (Details)
79: R56 Long-Term Debt - Texas Capital Bank Revolver Loan HTML 71K
- Additional Information (Details)
80: R57 Long-Term Debt - Crossroads Revolver - Additional HTML 65K
Information (Details)
81: R58 Long-Term Debt - Comvest Term Loan - Additional HTML 96K
Information (Details)
82: R59 Long-Term Debt - Note Payable to the Sellers of HTML 43K
Vintage Stock - Additional Information (Details)
83: R60 Long-Term Debt - Equipment Loans - Additional HTML 75K
Information (Details)
84: R61 Long-Term Debt - Lonesome Oak Equipment Loan - HTML 45K
Additional Information (Details)
85: R62 Long-Term Debt - Note Payable to Store Capital HTML 52K
Acquisitions, LLC - Additional Information
(Details)
86: R63 Long-Term Debt - Marquis PPP Loan - Additional HTML 41K
Information (Details)
87: R64 Long-Term Debt - Precision PPP Loan - Additional HTML 41K
Information (Details)
88: R65 Notes Payable, Related Parties - Schedule of HTML 48K
Long-term Related Parties (Details)
89: R66 Notes Payable, Related Parties - Schedule of HTML 52K
Future Maturities of Notes (Details)
90: R67 Notes Payable, Related Parties - Additional HTML 85K
Information (Details)
91: R68 Stockholders' Equity - Additional Information HTML 74K
(Details)
92: R69 Warrants - Summary of Warrant Activity (Details) HTML 41K
93: R70 Warrants - Additional Information (Details) HTML 58K
94: R71 Warrants - Summary of Information Assuming HTML 41K
Warrants are Exercised and Exchanged for Common
Shares (Details)
95: R72 Warrants - Summary of Warrants Outstanding and HTML 47K
Exercisable (Details)
96: R73 Stock-Based Compensation - Summary of Stock Option HTML 58K
Activity (Details)
97: R74 Stock-Based Compensation - Additional Information HTML 39K
(Details)
98: R75 Stock-Based Compensation - Summary of Exercise HTML 79K
Price for Stock Options Outstanding and
Exercisable (Details)
99: R76 Stock-Based Compensation - Summary of Non-Vested HTML 44K
Shares (Details)
100: R77 Income (Loss) Per Share - Computation of Basic and HTML 83K
Diluted Net Income (Loss) per Share (Details)
101: R78 Income (Loss) Per Share - Additional Information HTML 33K
(Details)
102: R79 Related Party Transactions - Additional HTML 132K
Information (Details)
103: R80 Commitments and Contingencies - Additional HTML 103K
Information (Details)
104: R81 Commitments and Contingencies - Schedule of HTML 98K
Balance Sheet Detail Information (Details)
105: R82 Commitments and Contingencies - Summary of HTML 80K
Statement of Operations (Details)
106: R83 Commitments and Contingencies - Summary of HTML 38K
Warranty Reserve Activity (Details)
107: R84 Income Taxes - Reconciliation of Income Tax HTML 56K
Expense (Details)
108: R85 Income Taxes - Reconciliation between Effective HTML 53K
and Statutory Income Tax Rates (Details)
109: R86 Income Taxes - Schedule of Deferred Income Tax HTML 66K
Assets and Liabilities (Details)
110: R87 Income Taxes - Additional Information (Details) HTML 49K
111: R88 Segment Reporting - Additional Information HTML 33K
(Details)
112: R89 Segment Reporting - Summary of Segment Information HTML 53K
on Total Revenue (Details)
113: R90 Segment Reporting - Summary of Segment Information HTML 69K
(Details)
114: R91 Subsequent Events - Additional Information HTML 44K
(Details)
116: XML IDEA XML File -- Filing Summary XML 201K
115: EXCEL IDEA Workbook of Financial Reports XLSX 154K
18: EX-101.INS XBRL Instance -- live-20200930 XML 4.48M
20: EX-101.CAL XBRL Calculations -- live-20200930_cal XML 327K
21: EX-101.DEF XBRL Definitions -- live-20200930_def XML 1.42M
22: EX-101.LAB XBRL Labels -- live-20200930_lab XML 2.03M
23: EX-101.PRE XBRL Presentations -- live-20200930_pre XML 1.84M
19: EX-101.SCH XBRL Schema -- live-20200930 XSD 320K
117: ZIP XBRL Zipped Folder -- 0001564590-21-001106-xbrl Zip 284K
Exhibit 10.84
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into and effective this 11th day of January, 2021 (the “Effective Date”), by and between MARQUIS INDUSTRIES, INC., a Georgia corporation (the “Company”), and Weston A. Godfrey, Jr., a resident of the State of Georgia (the “Executive”).
WHEREAS, the Company and the Executive are parties to the certain Employment Agreement dated effective January 22, 2018 (the “Employment Agreement”); and
WHEREAS, the parties desire to make certain acknowledgments and amend the terms of the Employment Agreement on the terms and conditions as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1.Definitions. Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to such terms in the Employment Agreement.
2.Final Determination of EBITDA for Fiscal Year 2020. The parties acknowledge and agree that for purposes of determining Executive’s Annual Bonus for the period commencing on October 1, 2019 and continuing until September 30, 2020 (the “Fiscal Year 2020 Bonus Period”), EBITDA for such period was $16,862,335.
3.Amendments to Employment Agreement. The Employment Agreement is hereby amended as follows:
a.The “Minimum Annual Bonus” solely for the period commencing on October 1, 2020 and continuing until September 30, 2021 shall be $200,000.
b.The defined term “EBITDA Excess” shall be amended and restated to read in its entirety as follows:
“EBITDA Excess” means the actual amount of EBITDA in excess of Marquis' EBITDA for the immediately prior TTM period determined as follows: Marquis's actual EBITDA for the first two TTM periods shall be $10,750,000, and for the period commencing on October 1, 2020 and continuing until September 30, 2021 and each period thereafter, an amount equal to 80% of the previous TTM's EBITDA.
c.The following sentence shall be added at the end of the section captioned “3. Salary, Benefits and Bonus Opportunities – Annual Bonus”:
“No Annual Bonus, if any shall have been earned, shall be paid unless and until written confirmation of the achievement of such Annual Bonus shall have been
made by either the Chief Executive Officer or the Chief Financial Officer of Live Ventures Incorporated, a Nevada corporation and the parent of Marquis (“Live Ventures”).”
4.Release. In consideration for the agreements set forth in this Amendment, Executive releases Marquis and its stockholders (including, but not limited to, Live Ventures), officers, directors, agents, attorneys, and employees (collectively, the “Released Parties”), from all claims, liabilities, obligations, judgments and expenses (including attorney’s fees) arising from the beginning of time through Executive’s execution of this Amendment with respect to any compensation owed by a Released Party to Executive during the Fiscal Year 2020 Bonus Period. The full release of all claims contained in this Paragraph 4 is effective as soon as Executive has signed this Amendment.
5.Reference to Employment Agreement. Upon the effectiveness of this Amendment, each reference in the Employment Agreement to “this Agreement,” “hereunder,” or words of like import shall mean and be a reference to the Employment Agreement, as amended by this Amendment
6.Effect of Amendment. Except as otherwise expressly provided in this Amendment, nothing herein shall be deemed to amend or modify any provision of the Employment Agreement, which shall remain in full force and effect.
7.Governing Law. This Amendment, for all purposes, shall be construed in accordance with the laws of the State of Georgia without regard to conflicts of law principles.
8.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
9.Miscellaneous. This Amendment expresses the entire understanding of the parties with respect to the subject matter hereof and may not be amended except in a writing signed by the parties.
10.Further Assurances. Each party agrees to take such further actions as the other shall reasonably request from time to time in connection herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby.
11.Electronic Execution and Delivery. A reproduction of this Amendment may be executed by one or more parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by electronic transmission pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Amendment as well as any electronic or other reproduction hereof.
12.Representations. Executive hereby represents and warrants to the Company that the execution and delivery of this Amendment, and the performance of his obligations hereunder, are not in violation of, and do not and will not conflict with or constitute a default under, any of
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the terms and provisions of any agreement or instrument to which Executive is subject; and that this Amendment has been duly executed and delivered by Executive and is a valid and binding obligation in accordance with its terms. It is important that Executive completely understands the terms and conditions in this Amendment. Executive expressly acknowledges and represents that: (i) Executive is competent to execute this Amendment; (ii) the Company has advised Executive to consult with an attorney before signing this Amendment; and (iii) Executive is executing this Amendment voluntarily.
13.Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
(Remainder of this page intentionally left blank; signatures begin on the next page.)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal and delivered by their respective duly authorized officers on the date first written above.
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MARQUIS INDUSTRIES, INC.
By: _/s/ Tim Young________________________ Name: Tim Young Title: Chief Financial Officer
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EXECUTIVE
Signature:_______/s/ Weston A. Godfrey, Jr.____ Print Name: Weston A. Godfrey, Jr.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/30/21 | 10-K | |||
| Filed on: | 1/13/21 | 4, 8-K | ||
| 10/1/20 | ||||
| For Period end: | 9/30/20 | 8-K, NT 10-K | ||
| 10/1/19 | ||||
| 1/22/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/22/23 Live Ventures Inc. 10-K 9/30/23 126:14M Workiva Inc Wde… FA01/FA 12/16/22 Live Ventures Inc. 10-K 9/30/22 124:21M Donnelley … Solutions/FA 12/28/21 Live Ventures Inc. 10-K 9/30/21 122:21M Donnelley … Solutions/FA |