COMMITMENTS AND CONTINGENCIES [Text Block] |
8. |
COMMITMENTS AND CONTINGENCIES |
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COMMITMENTS
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a) Consulting agreements:
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The non-independent directors of the Company executed consulting agreements with the company on the following terms:
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Effective January 1, 2013, SDI executed a two year agreement with a company in which a director, Allen Ezer, has an interest. The agreement was extended for a period of two years ending December 31, 2016 at a monthly remuneration of CAD $8,925. Either party may terminate the consulting agreement by giving
90
days written notice. In the event of termination without cause due to change in control brought out by sale, lease, merger or transfer, the Company is obligated to pay severance of
12
months fees at current rate at time of change in control. Effective February 1, 2015, the Company and director agreed to reduce the monthly remuneration by
10% to CAD8,032. This reduction continued until the completion of the next round of financing, which was completed in May 2015.
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Agreement with the Chief Executive Officer Greg Sullivan to pay compensation of CAD$12,000
per month, with an annual
5% increase and a car allowance of CAD$600
per month. The agreement expires on December 31, 2016. In the event of termination without cause, the Company is obligated to pay two times the then monthly compensation and by continuing the then benefits coverage for a period of
2
years. The monthly remuneration will increase with accomplishment of milestones. The agreement may be terminated with mutual consent or by the Chief Executive Officer giving three weeks’ notice. Effective February 1, 2015, the Company and director agreed to reduce the monthly remuneration by
10% to CAD12,502. This reduction continued until the completion of the next round of financing, which was completed in May 2015.
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Effective October 1, 2014, SDI executed a renewal agreement with a company in which the Chief Operating Officer Dean Thrasher has an interest in, for a period which expires on December 31, 2017 for services rendered. The total consulting fees are estimated at CAD$864,000
for the three year period. In the event of termination without cause due to change in control brought out by sale, lease, merger or transfer, the Company is obligated to pay severance of
18
months fees at current rate at time of change in control. SDI paid cash and expensed $230,892
during the year ended November 30, 2014. The company may also accept common shares in lieu of cash. As of November 30, 2014, the company has not exercised its right to accept this compensation in shares. Effective February 1, 2015, the Company and director agreed to reduce the monthly remuneration by
10% to CAD $21,600. This reduction continued until the completion of the next round of financing, which was completed in May 2015.
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Effective November 1, 2013, SDI executed an agreement with a non-related consultant to pay compensation of $5,000
per month. The consultant has agreed to provide corporate market advisory services. The agreement is for a period of a minimum of three months and will continue unless otherwise terminated by either party by giving
30
days written notice.
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Effective April 2014, SDI executed an agreement with a non-related consultant to set up its social media sites and optimization of search engines for the Company, at a start- up fee for CAD$3,000
(Phase 1) and payment of CAD$1,500
per month and issued
100,000
stock options at $0.32
(CAD$0.35) when Phase 2 of the project was implemented (refer to note 6).
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Effective August 2014, SDI executed an agreement with a non-related consultant to pay compensation of $5,500
per month for the first
5
months and $5,000
from sixth month to end of the term. The consultant is to assist with sales initiatives, demos and participate in trade shows. The agreement unless renewed by mutual consent expires December 31, 2015. On renewal, there will an annual increase of
4.5% effective January 1, 2016. The consultant is also entitled to a
5% cash commission for all completed direct sales to end users and a
2% cash commission for all completed indirect sales. The Company granted
50,000
stock options to the consultant on July 25, 2014 and has agreed to grant
25,000
stock options for every
5,000
rounds sold domestically to a maximum of an additional
150,000
options. Either party may terminate the consulting agreement by giving
30
days written notice.
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Effective January 1, 2015, SDI executed an agreement with a non-related public relation consultant to pay compensation of $7,000
per month and an additional compensation of $250
per month for media monitoring services. The agreement shall be for an initial period of one year and thereafter will renew automatically for additional periods of one year each. Either party may cancel this agreement without cause, by giving no less than ninety days’ notice.
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b) The Company has commitments for leasing office premises in Oakville, Ontario, Canada to April 30, 2018 at a monthly rent of $5,145
(CAD $6,399).
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c) The Company has commitments for leasing office premises in Tampa, Florida, USA to June 30, 2015 at a monthly rent of $1,418.
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d) Effective April 17, 2015, the Company signed a five-year, non-exclusive, renewable Technology License and Supply Agreement (“TLSA”) with United Tactical Solutions (“UTS”) of Chicago, IL.
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UTS is a global provider of specialized less-lethal solutions, with an extensive U.S. customer base, and international customers worldwide.
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Under the terms of the TLSA, UTS will purchase volume quantities of SDI’s full range of products for private labeling and re-sale under the UTS Conflict Defense Solutions (“CDS”) brand. Sales will be through the global UTS network across military, law enforcement and correctional service agencies. The TLSA includes an initial Standing Offer from UTS for US$500,000
as a contracting vehicle for volume purchases, with related provisions that guarantee minimum annual quantity purchases.
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The TLSA also provides SDI with access to the UTS training network for end-user certification on SDI products within these agencies.
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