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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Chief Financial Officer
On November 15, 2021, George Andrew Lear III was
appointed as Chief Financial Officer of EZRaider Co., a Florida corporation (the “Company”). Prior to Mr. Lear’s
appointment, Moshe Azarzar, the Company’s Chief Executive Officer, President, Secretary and Treasurer, and a member of the
Company’s board of directors (“Board”), had served as Chief Financial Officer on an interim basis since September
14, 2021. In connection with his appointment as Chief Financial Officer, Mr. Lear also replaced Mr. Azarzar as the Company’s
“Principal Financial and Accounting Officer” for Securities and Exchange Commission (“SEC”) reporting
purposes.
Mr. Lear, 53, has more than 25 years of leadership
experience in accounting and finance positions. Before joining the Company, Mr. Lear founded Lake Tapps Capital Inc., a technology startup
that developed robotic automation technology to remediate fresh-water ecosystems from aquatic invasive species, where he served as Chief
Executive Officer from February 2019 through November 2021. Prior to that, from November 2011 until February 2019, Mr. Lear was Chief
Financial Officer for Digital Globe Services Ltd., a publicly traded digital marketing company in the business of generating leads and
customers for large telecommunications and media companies. In addition, Mr. Lear has consulted for a variety of companies and businesses
on corporate development, M&A, restructuring, and outsourced FP&A services. Mr. Lear earned his Bachelor of Science degree
in Mechanical Engineering (with concentrations in Thermodynamics, Heat Transfer and Fluid Dynamics) from BYU in 1994, and his MBA (with
a concentration in Finance) from the University of Michigan in 2001.
Except as otherwise disclosed in this Current Report
on Form 8-K (“Report”), there are no arrangements or understandings between Mr. Lear and any other person pursuant to which
he was appointed as an officer of the Company. In addition, there are no family relationships between Mr. Lear and any of the Company’s
other officers or directors. Further, except as otherwise disclosed herein, there are no transactions since the beginning of the Company’s
last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000,
and in which Mr. Lear had, or will have, a direct or indirect material interest.
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In connection with Mr. Lear’s appointment as the Company’s
Chief Financial Officer, the Company entered into an Employment Agreement with Mr. Lear, effective as of November 15, 2021 (the “Lear
Employment Agreement”). The Lear Employment Agreement has an initial term through January 31, 2022 (the “Lear Initial Term”),
at which time the terms for an extension will be negotiated. Pursuant to the Lear Employment Agreement, during the Lear Initial Term,
Mr. Lear will be paid a base salary of $48,000 per annum, which is expected to increase to $120,000 as of February 1, 2022. In addition,
during the Lear Initial Term, Mr. Lear will receive 16,667 restricted shares of the Company’s common stock per month (50,000 total
shares) (the “Lear Shares”). Mr. Lear is also entitled to participate in any employee benefit plans the Company may establish
or adopt for the benefit of employees of the Company. In addition, the Lear Employment Agreement includes provisions for paid vacation
time and expense reimbursement.
The Lear Employment Agreement may be terminated by the Company (i) immediately
upon Mr. Lear’s death or Disability (as defined in the Lear Employment Agreement) (ii) for Cause (as defined in the Lear Employment
Agreement), effective immediately upon delivery of written notice, or (iii) without Cause, upon five days’ written notice. Mr. Lear
may terminate the Lear Employment Agreement at any time with or without Good Reason (as defined in the Lear Employment Agreement), upon
30 days’ written notice. If the Lear Employment Agreement is terminated due to Mr. Lear’s death or Disability, Mr. Lear is
entitled to receive any accrued but unpaid salary, reimbursable expenses and benefits and earned bonuses. If terminated by the Company
for Cause, or by Mr. Lear without Good Reason, Mr. Lear is entitled to receive any accrued but unpaid salary and reimbursable expenses.
If terminated by the Company without Cause, or by Mr. Lear for Good Reason, Mr. Lear is entitled to receive any accrued but unpaid salary
and reimbursable expenses, plus two weeks of severance pay.
The Lear Employment Agreement provides that, if Mr. Lear’s continuous
status as an employee of the Company is terminated by the Company without Cause, or by Mr. Lear for Good Reason, within 12 months after
a Change in Control (as defined in the Lear Employment Agreement), Mr. Lear shall receive (i) two months of severance pay, (ii) 33,334
restricted shares of the Company’s common stock, and (iii) any pro-rata bonus earned through date of termination. For the purposes
of this provision, the Company’s proposed acquisition of D.S Raider Ltd. is excluded from being considered a Change of Control.
The Lear Employment Agreement contains standard provisions on confidentiality,
non-competition, non-solicitation and ownership of work product.
The foregoing summary of the Lear Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to the Lear Employment Agreement, a copy of which is filed as Exhibit 10.1
to this Report and incorporated herein by reference.
Appointment of Chief Operating Officer
On November 18, 2021, Yoav Tilan was appointed as Chief Operating Officer
of the Company. Mr. Tilan has been serving as a member of the Company’s Board since September 14, 2021.
Except as otherwise disclosed in this Report, there are no arrangements
or understandings between Mr. Tina and any other person pursuant to which he was appointed as an officer of the Company. In addition,
there are no family relationships between Mr. Tilan and any of the Company’s other officers or directors. Further, except as otherwise
disclosed herein, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction,
in which the Company is a participant, the amount involved exceeds $120,000, and in which Mr. Tilan had, or will have, a direct or indirect
material interest.
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In connection with Mr. Tilan’s appointment as
the Company’s Chief Operating Officer, the Company entered into an Employment Agreement with Mr. Tilan, effective as of November
18, 2021 (the “Tilan Employment Agreement”). The Tilan Employment Agreement has an initial term through January 31, 2023 (the
“Tilan Initial Term”), at which time the terms for an extension will be negotiated. Pursuant to the Tilan Employment Agreement,
during the Tilan Initial Term, Mr. Tilan will be paid a base salary of $100,000 per annum. In addition, Mr. Tilan will receive a signing
bonus of 50,000 restricted shares of the Company’s common stock (the “Tilan Shares”), and an additional number of restricted
shares of common stock or stock option to be determined. Mr. Tilan is also entitled to participate in any employee benefit plans the Company
may establish or adopt for the benefit of employees of the Company. In addition, the Tilan Employment Agreement includes provisions for
paid vacation time and expense reimbursement.
The Tilan Employment Agreement may be terminated by
the Company (i) immediately upon Mr. Tilan’s death or Disability (as defined in the Tilan Employment Agreement) (ii) for Cause (as
defined in the Tilan Employment Agreement), effective immediately upon delivery of written notice, or (iii) without Cause, upon five days’
written notice. Mr. Tilan may terminate the Tilan Employment Agreement at any time with or without Good Reason (as defined in the Tilan
Employment Agreement), upon 30 days’ written notice. If the Tilan Employment Agreement is terminated due to Mr. Tilan’s death
or Disability, Mr. Tilan is entitled to receive any accrued but unpaid salary, reimbursable expenses and benefits and earned bonuses.
If terminated by the Company for Cause, or by Mr. Tilan without Good Reason, Mr. Tilan is entitled to receive any accrued but unpaid salary
and reimbursable expenses. If terminated by the Company without Cause, or by Mr. Tilan for Good Reason, Mr. Tilan is entitled to receive
any accrued but unpaid salary and reimbursable expenses, plus two weeks of severance pay.
The Tilan Employment Agreement provides that, if Mr.
Tilan’s continuous status as an employee of the Company is terminated by the Company without Cause, or by Mr. Tilan for Good Reason,
within 12 months after a Change in Control (as defined in the Tilan Employment Agreement), Mr. Tilan shall receive (i) two months of severance
pay, (ii) a to be determined number of restricted shares of the Company’s common stock, and (iii) any
pro-rata bonus earned through date of termination. For the purposes of this provision, the Company’s proposed acquisition of D.S
Raider Ltd. is excluded from being considered a Change of Control.
The Tilan Employment Agreement contains standard provisions
on confidentiality, non-competition, non-solicitation and ownership of work product.
The foregoing summary of the Tilan Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to the Tilan Employment Agreement, a copy of which is filed as Exhibit 10.2
to this Report and incorporated herein by reference.