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ERB > SEC Filings for ERB > Form 8-K on 10-Jun-2014All Recent SEC Filings

Show all filings for ERBA DIAGNOSTICS, INC.

Form 8-K for ERBA DIAGNOSTICS, INC.


10-Jun-2014

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


Item 1.01 Entry into a Material Definitive Agreement.

On June 6, 2014, ERBA Diagnostics, Inc. (the "Company") and Prakash Patel entered into that certain Employment Agreement (the "Employment Agreement"), effective as of June 1, 2014 (the "Effective Date"), setting forth the terms and conditions upon which Mr. Patel shall serve as Controller of the Company. Mr. Patel, age 45, has served as Assistant Controller of the Company since June 3, 2013, and as the Principal Financial Officer and Principal Accounting Officer of the Company since June 30, 2013. As of the Effective Date and pursuant to the terms of the Employment Agreement, Mr. Patel shall have the customary responsibilities and authority of the Controller position and shall perform such duties consistent with the responsibilities of such position as may be determined and assigned to him by the Chief Executive Officer of the Company, the Chief Financial Officer of the Company, the Executive Chairman of the Company's Board of Directors (the "Board") and the Audit Committee of the Board (the "Audit Committee"). There is no fixed term for the Employment Agreement and Mr. Patel's employment as Controller of the Company is "at-will."

The Company has agreed to pay Mr. Patel an aggregate base salary of $105,000 per annum (the "Base Salary"), paid in accordance with the Company's customary payroll practices. In addition to the Base Salary, Mr. Patel shall also be eligible to receive an annual cash bonus of up to fifteen percent (15%) of the Base Salary (the "Annual Bonus") upon the achievement of Company-wide financial performance targets and personal performance goals as jointly determined by the Chief Executive Officer of the Company and the Executive Chairman of the Board. The Company has agreed to grant to Mr. Patel, on the date of mutual execution of the Employment Agreement (the "Grant Date"), a nonqualified stock option under the Company's 2009 Equity Incentive Plan to purchase 10,000 shares of the Company's common stock, at an exercise price per share equal to $1.63, the closing price of a share of the Company's common stock on the NYSE MKT on the Grant Date, which options shall fully vest on May 31, 2017, and which options shall expire on May 31, 2024. Mr. Patel shall be entitled to paid vacation, holidays, and sick leave benefits in accordance with the Company's policies.

Pursuant to the Employment Agreement, the Company has the right to terminate the Employment Agreement, and Mr. Patel's employment thereunder, for any reason or for no reason, including, without limitation, without Cause (as defined in the Employment Agreement), by providing Mr. Patel with at least sixty (60) days prior written notice. The Company also has the right to terminate the Employment Agreement, and Mr. Patel's employment thereunder, for Cause.

The foregoing description of the Employment Agreement is only a summary and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01 in its entirety.



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

(c) The information included in, or incorporated into, Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02 in its entirety.

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