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Sow Good Inc. – ‘10-K’ for 12/31/20 – ‘EX-10.18’

On:  Wednesday, 3/31/21, at 10:23am ET   ·   For:  12/31/20   ·   Accession #:  1683168-21-1122   ·   File #:  0-53952

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

 3/31/21  Sow Good Inc.                     10-K       12/31/20  100:5.8M                                   GlobalOne Filings Inc/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    549K 
 3: EX-4.10     Amendment to 2020 Stock Incentive Plan, Dated       HTML     27K 
                January 4, 2021                                                  
 4: EX-4.11     Amendment to 2020 Stock Incentive Plan, Dated       HTML     28K 
                March 19, 2021                                                   
 5: EX-4.14     Description of Securities                           HTML     46K 
 2: EX-4.9      Amendment to 2020 Stock Incentive Plan, Dated       HTML     28K 
                October 1, 2020                                                  
 6: EX-10.18    Employment Agreement, Dated October 1, 2020,        HTML     55K 
                Between Claudia Goldfarb and Sow Good Inc.                       
 7: EX-10.19    Employment Agreement, Dated October 1, 2020,        HTML     55K 
                Between Ira Goldfarb and Sow Good Inc.                           
 8: EX-10.20    Amended Employment Agreement, Dated January 4,      HTML     28K 
                2021, Between Claudia Goldfarb and Sow Good Inc.                 
 9: EX-10.21    Amended Employment Agreement, Dated January 4,      HTML     29K 
                2021, Between Ira Goldfarb and Sow Good Inc.                     
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
20: R1          Document and Entity Information                     HTML     66K 
21: R2          Balance Sheets                                      HTML    117K 
22: R3          Balance Sheets (Parenthetical)                      HTML     44K 
23: R4          Statements of Operations                            HTML    123K 
24: R5          Statements of Operations (Parenthetical)            HTML     27K 
25: R6          Statement of Stockholders' Equity (Unaudited)       HTML     58K 
26: R7          Statements of Cash Flows                            HTML    148K 
27: R8          1. Organization and Nature of Business              HTML     32K 
28: R9          2. Summary of Significant Accounting Policies       HTML     68K 
29: R10         3. Going Concern                                    HTML     30K 
30: R11         4. Business Combination, S-FDF                      HTML     56K 
31: R12         5. BRAC's IPO, Consolidation of BRAC and            HTML     45K 
                Non-controlling Interest                                         
32: R13         6. Related Party                                    HTML     43K 
33: R14         7. Fair Value of Financial Instruments              HTML     64K 
34: R15         8. Prepaid Expenses                                 HTML     35K 
35: R16         9. Property and Equipment                           HTML     41K 
36: R17         10. Investments in Allied Esports Entertainment,    HTML     36K 
                Inc.                                                             
37: R18         11. Leases                                          HTML     55K 
38: R19         12. Notes Payable                                   HTML     51K 
39: R20         13. Stockholders' Equity                            HTML     36K 
40: R21         14. Options                                         HTML     73K 
41: R22         15. Warrants                                        HTML     46K 
42: R23         16. Income Taxes                                    HTML     68K 
43: R24         17. Commitments                                     HTML     37K 
44: R25         18. Subsequent Events                               HTML     34K 
45: R26         2. Summary of Significant Accounting Policies       HTML    115K 
                (Policies)                                                       
46: R27         2. Summary of Significant Accounting Policies       HTML     46K 
                (Tables)                                                         
47: R28         4. Business Combination, S-FDF (Tables)             HTML     55K 
48: R29         6. Related Party (Tables)                           HTML     30K 
49: R30         7. Fair Value of Financial Instruments (Tables)     HTML     59K 
50: R31         8. Prepaid Expenses (Tables)                        HTML     35K 
51: R32         9. Property and Equipment (Tables)                  HTML     39K 
52: R33         10. Investments in Allied Esports Entertainment,    HTML     35K 
                Inc. (Tables)                                                    
53: R34         11. Leases (Tables)                                 HTML     59K 
54: R35         12. Notes Payable (Tables)                          HTML     48K 
55: R36         14. Options (Tables)                                HTML     67K 
56: R37         15. Warrants (Tables)                               HTML     47K 
57: R38         16. Income Taxes (Tables)                           HTML     67K 
58: R39         17. Commitments (Tables)                            HTML     34K 
59: R40         1. Organization and Nature of Business (Details     HTML     61K 
                Narrative)                                                       
60: R41         2. Summary of Significant Accounting Policies       HTML     40K 
                (Details - Estimated Useful Lives)                               
61: R42         2. Summary of Significant Accounting Policies       HTML     27K 
                (Details - Inventory)                                            
62: R43         2. Summary of Significant Accounting Policies       HTML     35K 
                (Details - Basic and Diluted Loss Per Share)                     
63: R44         2. Summary of Significant Accounting Policies       HTML     47K 
                (Details Narrative)                                              
64: R45         3. Going Concern (Details Narrative)                HTML     47K 
65: R46         4. Business Combination, S-FDF (Details -           HTML     67K 
                Recognized Identifiable Assets Acquired and                      
                Liabilities Assumed)                                             
66: R47         4. Business Combination, S-FDF (Details - Pro       HTML     41K 
                Forma Results)                                                   
67: R48         4. Business Combination, S-FDF (Details Narrative)  HTML     37K 
68: R49         5. BRAC's IPO, Consolidation of BRAC and            HTML     40K 
                Non-controlling Interest (Details Narrative)                     
69: R50         6. Related Party (Details-BRAC Shares Owned by the  HTML     39K 
                Company Granted to the Grantee)                                  
70: R51         6. Related Party (Details Narrative)                HTML     92K 
71: R52         7. Fair Value of Financial Instruments (Details)    HTML     59K 
72: R53         8. Prepaid Expenses (Details)                       HTML     37K 
73: R54         9. Property and Equipment (Details-Property and     HTML     41K 
                equipment)                                                       
74: R55         9. Property and Equipment (Details Narrative)       HTML     30K 
75: R56         10. Investments in Allied Esports Entertainment,    HTML     33K 
                Inc. (Details - Gains and losses on investment )                 
76: R57         10. Investments in Allied Esports Entertainment,    HTML     54K 
                Inc. (Details Narrative)                                         
77: R58         11. Leases (Details - Lease expense)                HTML     28K 
78: R59         11. Leases (Details - Supplemental balance sheet    HTML     38K 
                information)                                                     
79: R60         11. Leases (Details - Other information)            HTML     32K 
80: R61         11. Leases (Details - Future minimum lease          HTML     45K 
                payments)                                                        
81: R62         11. Leases (Details Narrative)                      HTML     28K 
82: R63         12. Notes Payable (Details)                         HTML     42K 
83: R64         12. Notes Payable (Details Narrative)               HTML     70K 
84: R65         13. Stockholders' Equity (Details Narrative)        HTML     66K 
85: R66         14. Options (Details - Option granted)              HTML     41K 
86: R67         14. Options (Details - option summary)              HTML     45K 
87: R68         14. Options (Details - option activity)             HTML     52K 
88: R69         14. Options (Details Narrative)                     HTML     95K 
89: R70         15. Warrants (Details - Warrants Granted)           HTML     34K 
90: R71         15. Warrants (Details - Warrants Outstanding)       HTML     42K 
91: R72         15. Warrants (Details Narrative)                    HTML     45K 
92: R73         16. Income Taxes (Details-Income Tax Provision)     HTML     36K 
93: R74         16. Income Taxes (Details-Effective tax rate)       HTML     41K 
94: R75         16. Income Taxes (Details-Deferred Tax Assets)      HTML     54K 
95: R76         16. Income Taxes (Details Narrative)                HTML     29K 
96: R77         17. Commitments (Details)                           HTML     45K 
97: R78         17. Commitments (Details Narrartive)                HTML     29K 
99: XML         IDEA XML File -- Filing Summary                      XML    173K 
98: EXCEL       IDEA Workbook of Financial Reports                  XLSX    117K 
14: EX-101.INS  XBRL Instance -- sowg-20201231                       XML   1.49M 
16: EX-101.CAL  XBRL Calculations -- sowg-20201231_cal               XML    217K 
17: EX-101.DEF  XBRL Definitions -- sowg-20201231_def                XML    678K 
18: EX-101.LAB  XBRL Labels -- sowg-20201231_lab                     XML   1.04M 
19: EX-101.PRE  XBRL Presentations -- sowg-20201231_pre              XML    971K 
15: EX-101.SCH  XBRL Schema -- sowg-20201231                         XSD    177K 
100: ZIP         XBRL Zipped Folder -- 0001683168-21-001122-xbrl      Zip    155K  


‘EX-10.18’   —   Employment Agreement, Dated October 1, 2020, Between Claudia Goldfarb and Sow Good Inc.


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



 

EXHIBIT 10.18

 

EXECUTION VERSION

 

EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 1, 2020 (the “Effective Date”), and is entered into by and between BLACK RIDGE OIL & GAS INC. (the “Company”), and Claudia Goldfarb (the “Employee”).

 

W I T N E S S E T H

 

WHEREAS, the Company desires to employ the Employee, and the Employee desires to be employed by the Company pursuant to the terms of this Agreement, as follows:

 

1.               POSITION AND DUTIES. During the Employment Term, the Employee shall serve as the Chief Executive Officer of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies. The Employee’s principal place of employment with the Company shall be in the Dallas-Fort Worth, Texas metropolitan area, provided, that, the Employee understands and agrees that the Employee will be required to travel regularly for business purposes. The Employee shall report directly to the Executive Chairman of the Company (or such other person as designated, from time to time, by the Board of Directors of the Company (the “Board”)) and shall devote all of the Employee’s business time, energy, business judgment, knowledge and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company.

 

2.               EMPLOYMENT TERM. The Company agrees to employ the Employee pursuant to the terms of this Agreement, and the Employee agrees to be so employed, for a term of five (5) years (the “Initial Term”) commencing upon the Effective Date. Upon expiration of the Initial Term and on each anniversary of the Effective Date following the Initial Term, the term of this Agreement shall be automatically extended for successive one (1)-year periods (each, a “Successive Term”); provided, however, that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least thirty (30) days prior to the expiration of the Initial Term or any such Successive Term. Notwithstanding the foregoing, the Employee’s employment hereunder may be earlier terminated in accordance with Section 8 hereof. The period of time between the Effective Date and the termination of the Employee’s employment hereunder shall be referred to herein as the Employment Term.”

 

3.               COMPENSATION. During the Employment Term, the Company agrees to pay the Employee compensation as follows:

 

(a)            STOCK COMPENSATION. Beginning on the Effective Date and through December 31, 2021, the Company shall compensate the Employee through the issuance of 83,111 shares of common stock to the Employee issuable on December 31, 2024. In addition, the Employee shall be eligible for an option grant in an amount as determined by the Company's Board (or compensation committee of the Company) with a vesting schedule such that 60% shall vest on January 1, 2024 and 20% of the total grant shall vest on each of January 1, 2025 and 2026.

 

(b)            CASH COMPENSATION. Beginning on January 1, 2022, the Company shall pay the Employee a base salary at an annual rate of $292,500, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly (the “Base Salary”).

 

4.               ANNUAL BONUS. Beginning on December 31, 2021, and on December 31 of each year thereafter, the Employee shall be eligible to receive an annual discretionary incentive payment (the “Annual Bonus”) with respect to each calendar year during the Employment Term beginning with the 2021 calendar year, upon the attainment of one (1) or more pre-established performance goals established by the Board (or a committee thereof) in its sole discretion. The Annual Bonus will be based on a target bonus opportunity of fifty percent (50%) of the Employee’s total compensation for such year. Any Annual Bonus payable hereunder shall be paid in the calendar year following the calendar year to which such bonus relates and at the same time as other annual bonuses are paid to other senior executives of the Company, if applicable, subject to the Employee’s continued employment with the Company through the date of payment.

 

 

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5.               ANNUAL RAISE. Beginning on December 31, 2022, and on December 31 of each year thereafter, the Employee shall receive a raise equal to ten percent (10%) of her Base Salary for the year then completed (each such raise, an “Annual Raise”), with such raise to be effective January 1 of the following year. Notwithstanding anything else contained herein, the Employee shall only be entitled to receive the Annual Raise for any given year if the Company’s pre-tax net income for the most recently completed fiscal year is equal to or greater than one hundred thousand dollars ($100,000).

 

6.               EMPLOYEE BENEFITS. During the Employment Term, the Employee shall be entitled to participate in any employee benefit and insurance plans that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time. Further, the Employee shall be entitled to four (4) weeks of paid vacation per calendar year (as prorated for partial years) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time.

 

7.               BUSINESS AND TRAVEL EXPENSES. The Employee shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable out-of-pocket business expenses incurred and paid by the Employee during the Employment Term.

 

8.               TERMINATION. The Employee’s employment and the Employment Term shall terminate on the first of the following to occur:

 

(a)            DISABILITY. Upon thirty (30) days’ prior written notice by the Company to the Employee of a termination due to Disability. For purposes of this Agreement, “Disability” shall be defined as the inability of the Employee to have performed the Employee’s material duties hereunder after reasonable accommodation due to a physical or mental injury, infirmity or incapacity for one hundred eighty (180) days (including, without limitation, weekends and holidays) in any three hundred, sixty-five (365)-day period as determined by the Board in its reasonable discretion.

 

(b)            DEATH. Automatically upon the date of death of the Employee.

 

(c)            CAUSE. Immediately upon written notice by the Company to the Employee of a termination for Cause. “Cause” shall mean:

 

(i)              the Employee’s willful misconduct or gross negligence in the performance of the Employee’s duties to the Company or any of its affiliates or failure to follow the lawful instruction of the Board;

 

(ii)            the Employee’s commission of, indictment for, conviction of, or pleading of guilty or nolo contendere to, any crime involving moral turpitude or any felony;

 

(iii)          the Employee’s performance of any act of theft, embezzlement, fraud, dishonesty or misappropriation of the property of the Company or any of its affiliates; or

 

(iv)          the Employee’s breach of any fiduciary duty owed to the Company or any of its affiliates (including, without limitation, the duty of care and the duty of loyalty).

 

(d)            WITHOUT CAUSE. Upon sixty (60) days’ written notice by the Company or the Employee to the other.

 

Except for in the event of a termination for Cause by the Company, the Employee or the Employee’s estate shall be paid any unpaid stock compensation or Base Salary through the date of termination; reimbursement for any unreimbursed business expenses incurred and reimbursable in accordance herein; and all other accrued and vested payments, benefits or fringe benefits to which the Employee is entitled in accordance with the terms and conditions of the applicable compensation or benefit plan, program or arrangement of the Company.

 

In addition to the above, if Employee's employment is terminated by Company without Cause and Employee signs a written agreement prepared by Company that releases Company of any and all legal claims Employee may have, and that reaffirms Employee's commitment to abide by Sections 9, 10, 11 and 12 of this Agreement, as severance, Company will continue to pay Employee Employee’s then-current Base Salary, in accordance with Company's usual payroll practices, for the twenty-four (24) month period following the termination date.

 

 

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9.               CONFIDENTIALITY. The Company is hiring Employee and may, but is not obligated to, provide Employee with access to certain of the Company’s Confidential Information. While employed by the Company and at any time thereafter, Employee shall not, either directly or indirectly, use (other than in the performance of Employee’s duties to the Company) or disclose to any other firm, corporation, partnership, individual or other third party, any of the Company’s Confidential Information, defined as follows: "Any trade secrets or other information regarding the business, finances or operations of the Company, or regarding any investor, customer, supplier or other business relationship of the Company, or any assets or properties of the Company, whether tangible or intangible, that has not previously been publicly disclosed by duly authorized representatives of the Company. By way of illustration, but not limitation, Confidential Information shall include investment strategies, investment plans, trade secrets, processes, formulae, ideas, inventions, improvements, know-how, techniques, drawings, designs, original writings, software programs, plans, proposals, marketing and sales plans, information regarding the relationship of the Company with any of its existing and potential investors, customers, suppliers and other business relationships, any agreements by the Company with its investors, customers, suppliers and other business relationships, financial information, cost or pricing information, blueprints, production methods or capabilities, specifications, promotional ideas, and all other concepts and information or ideas related to the present or potential business of the Company." Employee acknowledges that the Company has invested substantial time and effort in developing this Confidential Information and that this Confidential Information is not readily ascertainable by others. Employee agrees to follow all procedures that the Company may establish to protect its Confidential Information. Employee agrees not to make copies of such Confidential Information, except for the benefit of the Company or as may be expressly authorized by the Company.

 

10.           NONCOMPETE. During employment with and for a period of one year after termination of employment with the Company(or after the date of the last payment from the Company to Employee of compensation if later), Employee agrees not to directly or indirectly engage in any employment, occupation, consulting, or other business activity (“activities”) that would be in competition with the Company in in the business of manufacturing and producing freeze-dried fruit and vegetables for human consumption (the "Business"). During employment with and for a period of one year after termination of employment with the Company (or after the date of the last payment from the Company to Employee of compensation if later), Employee agrees not to plan or otherwise take any preliminary steps, either alone or in concert with others, to establish or engage in the Business. The parties hereto acknowledge that the restrictions set forth in this Section 10 are fair and reasonable with respect to their duration, scope and area. If, at the time of the enforcement of this Section 10, a court holds that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area. In the event of any breach by Employee of any provisions of this Section 10, the Company will have the right, in addition to any other rights and remedies existing in its favor hereunder, to enforce its rights and the obligations of Employee under this Section 10 not only by an action for damages, but also by an action for specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of the provisions of this Section 10. Notwithstanding anything else herein to the contrary, the Employee may own stock, securities, debt, notes or bonds of a company with publicly traded equity securities that competes with the Company if Employee is not a holder of more than two percent of any class of equity securities or more than two percent of the aggregate principal amount of any class of debt, notes or bonds of that company.

 

11.           NONSOLICITATION. During employment with and for a period of two years after termination of employment with the Company (or after the date of the last payment from the Company to Employee of compensation if later), Employee will not, either directly or indirectly, acting alone or with any other person, firm, agent, employee, officer or corporation, interfere with any contractual or other business relationships that the Company has, or solicit any current officer, director, employee, consultant, independent contractor or agent of the Company to leave the Company or to work for any business entity in direct or indirect competition with the Company.

 

12.           RETURN OF PROPERTY. Employee acknowledges that all documents and materials pertaining to the business of the Company or Employee’s employment with the Company are the property of the Company, even if made by Employee. Upon termination, or upon earlier request of the Company, Employee will return immediately all of the Company’s property, including all such documents and materials in Employee’s possession and control, and all forms of Confidential Information, as well as address lists, keys, credit cards, and any other items of value. Employee will not allow any third party to take or use any of the foregoing. Employee agrees not to remove any Company property from Company premises without the express prior written permission of a duly authorized representative of the Company. Upon termination, Employee: (1) will delete all Confidential Information from any computers Employee owns; and (2) will participate in an exit interview, if requested by the Company, for the purpose of ensuring that the Company's Confidential Information and business relationships will not be improperly jeopardized by Employee’s new position or situation.

 

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13.           NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. No party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto.

 

14.           NOTICE. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth (4th) business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

 

If to the Employee:

 

Claudia Goldfarb

1918 N Olive St., Apt 3303

Dallas, TX 75201

 

If to the Company:

 

Ken DeCubellis

3155 Jamestown Road

Orono, MN 55356

 

15.           SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.

 

16.           SEVERABILITY. In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby.

 

17.           COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

 

18.           GOVERNING LAW; JURISDICTION. This Agreement, the rights and obligations of the parties hereto, and all claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the choice of law provisions thereof.

 

19.           Attorneys’ Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the substantially prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party or parties to such action.

 

20.           MISCELLANEOUS. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto (if any) sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject matter. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

 

 

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21.           TAX MATTERS.

 

(a)            WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

 

(b)            SECTION 409A COMPLIANCE.

 

(i)              The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section 409A.

 

(ii)            A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 21(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

 

(iii)          To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

 

(iv)          For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

 

(v)            Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

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EXECUTION VERSION

 

 

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

 

BLACK RIDGE OIL & GAS INC.

 

 

 

By: _________________________________________

Name:

Title:

 

 

 

EMPLOYEE

 

 

 ____________________________________________ 

Claudia Goldfarb

 

 

 

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
1/1/26
1/1/25
12/31/24
1/1/24
12/31/22
1/1/22
12/31/2110-K,  4,  8-K
Filed on:3/31/2110-Q
For Period end:12/31/20
10/1/203,  4
 List all Filings 


18 Subsequent Filings that Reference this Filing

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

 4/25/24  Sow Good Inc.                     S-1/A                  3:3.2M                                   Donnelley … Solutions/FA
 4/22/24  Sow Good Inc.                     S-1/A                  5:3.6M                                   Donnelley … Solutions/FA
 4/16/24  Sow Good Inc.                     S-1/A                  5:3.2M                                   Donnelley … Solutions/FA
 3/27/24  Sow Good Inc.                     S-1/A                 90:10M                                    RDG Filings/FA
 3/22/24  Sow Good Inc.                     10-K       12/31/23   93:11M                                    RDG Filings/FA
 2/13/24  Sow Good Inc.                     S-1                  155:17M                                    RDG Filings/FA
11/21/23  Sow Good Inc.                     S-1                  155:17M                                    RDG Filings/FA
11/14/23  Sow Good Inc.                     10-Q        9/30/23   74:6.9M                                   RDG Filings/FA
 8/14/23  Sow Good Inc.                     10-Q        6/30/23   68:5.1M                                   GlobalOne Filings Inc/FA
 5/22/23  Sow Good Inc.                     10-Q        3/31/23   68:4.3M                                   GlobalOne Filings Inc/FA
 4/14/23  Sow Good Inc.                     10-K       12/31/22   92:7.4M                                   GlobalOne Filings Inc/FA
11/14/22  Sow Good Inc.                     10-Q        9/30/22   71:5.1M                                   GlobalOne Filings Inc/FA
 8/15/22  Sow Good Inc.                     10-Q        6/30/22   71:4.9M                                   GlobalOne Filings Inc/FA
 5/13/22  Sow Good Inc.                     10-Q        3/31/22   71:3.9M                                   GlobalOne Filings Inc/FA
 3/29/22  Sow Good Inc.                     10-K       12/31/21  102:7.9M                                   GlobalOne Filings Inc/FA
11/15/21  Sow Good Inc.                     10-Q        9/30/21   75:4.7M                                   GlobalOne Filings Inc/FA
 8/16/21  Sow Good Inc.                     10-Q        6/30/21   78:5M                                     GlobalOne Filings Inc/FA
 5/13/21  Sow Good Inc.                     10-Q        3/31/21   79:3.3M                                   GlobalOne Filings Inc/FA


20 Previous Filings that this Filing References

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

 2/05/21  Sow Good Inc.                     8-K:1,3,8,9 2/05/21    3:102K                                   GlobalOne Filings Inc/FA
 1/22/21  Sow Good Inc.                     8-K:1,5,8,9 1/20/21    4:1.2M                                   GlobalOne Filings Inc/FA
 1/04/21  Sow Good Inc.                     8-K:1,2,5,912/28/20    2:167K                                   GlobalOne Filings Inc/FA
11/12/20  Sow Good Inc.                     10-Q        9/30/20   68:2.9M                                   GlobalOne Filings Inc/FA
10/06/20  Sow Good Inc.                     8-K:1,2,5,8 9/30/20    3:87K                                    GlobalOne Filings Inc/FA
 8/11/20  Sow Good Inc.                     10-Q        6/30/20   68:2.7M                                   GlobalOne Filings Inc/FA
 6/17/20  Sow Good Inc.                     SC 13D/A               2:193K Allied Gaming & Entertainment Inc GlobalOne Filings Inc/FA
 5/15/20  Sow Good Inc.                     10-Q        3/31/20   64:2.5M                                   GlobalOne Filings Inc/FA
 2/26/20  Sow Good Inc.                     8-K:5,9     2/26/20    3:197K                                   GlobalOne Filings Inc/FA
 2/21/20  Sow Good Inc.                     8-K:3,5,9   2/21/20    3:40K                                    GlobalOne Filings Inc/FA
 1/10/20  Sow Good Inc.                     DEF 14C     1/10/20    1:305K                                   GlobalOne Filings Inc/FA
 3/06/18  Sow Good Inc.                     8-K:1,5,9   3/01/18    3:65K                                    GlobalOne Filings Inc/FA
12/14/16  Sow Good Inc.                     8-K:5,8,9  12/12/16    3:144K                                   GlobalOne Filings Inc/FA
 3/28/13  Sow Good Inc.                     10-K       12/31/12   69:5.7M                                   Publicease Inc./FA
12/12/12  Sow Good Inc.                     8-K:1,3,5,912/10/12    4:187K                                   Publicease Inc./FA
 9/27/12  Sow Good Inc.                     8-K:1,5,9   9/25/12    3:100K                                   Publicease Inc./FA
 4/03/12  Sow Good Inc.                     8-K:5,9     4/02/12    2:24K                                    Publicease Inc./FA
 3/26/12  Sow Good Inc.                     PRE 14C     3/21/12    1:402K                                   Publicease Inc./FA
 8/22/11  Sow Good Inc.                     S-1                   55:5.9M                                   Publicease Inc./FA
 4/19/10  Emerald Oil, Inc.                 8-K:1,8,9   4/16/10    4:861K                                   Toppan Merrill/FA
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