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MFON > SEC Filings for MFON > Form 8-K on 1-Aug-2013All Recent SEC Filings

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Form 8-K for MOBIVITY HOLDINGS CORP.


1-Aug-2013

Entry into a Material Definitive Agreement, Change in Directors or Princi


Item 1.01 Entry into a Material Definitive Agreement

On July 22, 2013, we appointed Jeff Hasen to serve as our chief marketing officer. The compensation committee of our board of directors also approved the employment agreement between us and Mr. Hasen described below.

Pursuant to his employment agreement with us, Mr. Hasen has agreed to serve as our chief marketing officer. Mr. Hasen's duties and authorities include those typically associated with the office of chief marketing officer and Mr. Hasen has agreed to devote all of his business time to the affairs of our company. We have agreed to pay Mr. Hasen a base salary $180,000, subject to annual review by the compensation committee of our board of directors. We have also agreed to pay Mr. Hasen a quarterly bonus of one-quarter of one percent (0.25%) of the gross revenues of our company. Pursuant to his employment agreement with us, Mr. Hasen is eligible to participate in all benefits, plans, and programs, including improvements or modifications of the same, which are now, or may hereafter be, available to our executive employees. Mr. Hasen's employment agreement contains standard provisions concerning noncompetition, nondisclosure and indemnification.

Pursuant to Mr. Hasen's employment agreement, we agreed to grant Mr. Hasen an option to purchase 1,669,304 shares of our common stock, over a 4 year period from the date of grant, at an exercise price $0.65 per share. Options to purchase 834,652 shares of common stock will vest and first become exercisable over a four year period at the rate of 1/48th shares per month commencing on the first month following the date of grant. Options to purchase the remaining 834,652 shares of common stock will vest and first become exercisable when we realize $20,000,000 of gross revenue over any fiscal year. Mr. Hasen's option shall otherwise be on the terms and conditions of our current equity incentive plan.

In the event Mr. Hasen's employment with us is terminated by Mr. Hasen for good reason or by us without cause, we shall pay Mr. Hasen, in addition to all other amounts then due and payable, three additional monthly installments of his base salary.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 22, 2013, we appointed Jeff Hasen to serve as our chief marketing officer. The compensation committee of our board of directors also approved the employment agreement between us and Mr. Hasen described in Item 1.01 above and filed as Exhibit 10.1 to this Form 8-K.

Mr. Hasen, age 54, previously served as chief marketing officer of Hipcricket, Inc., a wholly owned subsidiary of Augme Technologies, Inc., from May 2007 until March 2013. Mr. Hasen has a Bachelor's of Arts degree (1980) in TV/Radio from Brooklyn College



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed with this report:

Exhibit No.                     Description                       Method of Filing

   10.1     Employment Agreement dated July 22, 2013 between the   Filed herewith
            Registrant and Jeff Hasen


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