- Current report filing (8-K)
09 October 2008 - 8:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
October
3, 2008
Date
of
Report (Date of earliest event reported)
Stratos
Renewables Corporation
(Exact
name of Registrant as specified in its charter)
Nevada
|
000-53187
|
20-1699126
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
of
incorporation)
|
|
Identification
No.)
|
9440
Santa Monica Blvd., Suite 401, Beverly Hills, CA 90210
(Address
of principal executive offices)
(Zip
Code)
(310)
402-5901
Registrant's
telephone number, including area code
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
ITEM 1.01
ENTERING
INTO A MATERIAL DEFINITIVE AGREEMENT
On May
5, 2008, Stratos Renewables Corporation, a Nevada Corporation (the
“Company”), entered into an employment agreement with its President, Tom
Snyder. On August 27, 2008 the Company entered into an agreement with its
Vice-Chairman of the Board of Directors, Steven Norris. The Company’s Board of
Directors approved these agreements at its October 5, 2008 Board of Directors
Meeting. Copies of the agreements are being filed as Exhibits 10.1 and 10.2
to
this report, and are incorporated by reference into this Item 1.01. The
descriptions of the agreements below are summaries, do not
purport to be complete and are qualified in their entirety by
reference to the actual agreements.
Tom
Snyder
The
agreement with Mr. Snyder for his services as President of the Company is
effective as of May 5, 2008. The term of the agreement is for two years,
ending on May 5, 2010. The agreement provides for automatic renewals of one
year periods, subject to termination with 90 days notice by Mr. Snyder or the
Company. The Company has agreed to pay Mr. Snyder an annual base salary of
$250,000. Mr. Snyder will also receive a bonus of $250,000 on each
anniversary date of this agreement, for so long as Mr. Snyder is employed
by the Company. Mr. Snyder will also be eligible for additional incentive bonus
amounts based on performance to be determined by the Company’s Board of
Directors and its compensation committee. Mr. Snyder will also be provided
with
other executive benefits, including reimbursement on business travel expenses,
an apartment for his use while in Peru, and reasonable attorney and accounting
fees in connection with his duties as President. Finally, Mr. Snyder will be
entitled to participate in employee fringe benefits, health insurance, life
insurance and other programs which the Company may adopt from time to time.
The
agreement with Mr. Snyder may be terminated at any time upon the mutual
agreement of the Company and Mr. Snyder, and will automatically terminate upon
his death. The Company may terminate the agreement at any time for “Cause”,
which shall include but not be limited to Mr. Snyder’s gross negligence, willful
misconduct, failure to perform his duties, or commission of a felony. If Mr.
Snyder’s employment is terminated due to the expiration of the term or any
renewal term, then the Company has agreed to pay Mr. Snyder accrued
compensation and benefits due to Mr. Snyder through the last day of his
employment (“Accrued Benefits”). In the event that Mr. Snyder is terminated by
the Company for Cause, then Company has agreed to pay Mr. Snyder his
Accrued Benefits required to be paid at termination by law. Mr. Snyder may
resign with 90 days notice to the Company in the event that he is demoted or
receives a pay cut. If Mr. Snyder resigns, dies, is terminated by the Company
for disability or is terminated for a reason other than for Cause, then Mr.
Snyder, or depending on the circumstances, his estate, will be entitled to
one
lump sum payment of one full year of base salary, plus any accrued and unpaid
bonuses, plus the base salary for the remainder of the term and any accrued
and
unpaid bonuses for the remainder of the term.
Mr.
Snyder will be bound by confidentiality, non-competition and non-solicitation
provisions during the term of the agreement and for a period of 12 months
following termination of the agreement.
Steve
Norris
The
agreement with Mr. Norris for his services as Vice-Chairman of the Board of
Directors of the Company is effective as of August 27, 2008. The term of the
agreement is for two years, ending on August 27, 2010. The Company has agreed
to
pay Mr. Norris an annual salary of $180,000. Mr. Norris will also be eligible
for bonus amounts as may be determined by the Company’s Board of Directors and
its compensation committee. Mr. Norris will also be provided with other
executive benefits, including reimbursement on reasonable and customary business
expenses.
The
agreement with Mr. Norris will terminate in the event that Mr. Norris resigns
from the Board of Directors during the term of his agreement, dies, becomes
permanently disabled or is removed as a director for “Cause.” Cause includes,
but is not limited to, Mr. Norris’s gross negligence, willful misconduct,
commission of a felony, and failure to perform his duties. In the event that
the
agreement is terminated for the reasons listed above, then the Company has
agreed to pay to Mr. Norris all compensation and benefits to which he is
entitled to up through the date of termination. Upon the termination of the
agreement, Mr. Norris will be deemed to have resigned from all offices held
with
the Company by virtue of his position as Vice Chairman, except that he will
continue to serve as a director so long as he remains elected as a director
by
the stockholders of the Company.
Mr.
Norris will be bound by confidentiality provisions during and after the term
of
the agreement.
ITEM
5.02
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF OFFICERS; APPOINTMENT OF
CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
Resignation
of Officer and Director
By
letter
dated as of October 3, 2008, Carlos Antonio Salas resigned as a director
and
Chief Executive Officer of Stratos Renewables Corporation (the “
Company
”).
There
were no disagreements between Mr. Salas and the Company.
Appointment
of Officers
Effective
as of October 8, 2008, the Company’s Board of Directors appointed Tom Snyder,
the Company’s current President, to serve as Chief Executive Officer, and Mr.
Salas to serve as Business Development Officer.
ITEM
7.01
REGULATION
FD DISCLOSURE
On
October 8, 2008 the Company issued a press release, which is attached hereto
as
Exhibit 99.
ITEM
9.01
FINANCIAL
STATEMENTS AND EXHIBITS
Exhibit
10.1
|
Executive
Employment Agreement, Tom Snyder, dated May 5,
2008
|
Exhibit
10.2
|
Agreement
for Vice Chairman of Board of Directors, Steve Norris, dated August
27,
2008
|
Exhibit
99
|
Press
Release dated October 8, 2008, issued by Stratos Renewables
Corporation
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
STRATOS
RENEWABLES CORPORATION
|
|
|
|
|
|
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Dated:
October 8, 2008
|
|
By:
/s/
Tom Snyder
|
|
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Tom
Snyder
|
|
|
President
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Executive
Employment Agreement, Tom Snyder, dated May 5,
2008
|
|
|
10.2
|
Agreement
for Vice Chairman of Board of Directors, Steve Norris, dated August
27,
2008
|
|
|
99
|
Press
Release dated October 8, 2008, issued by Stratos Renewables
Corporation
|
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