Indoor Harvest: Item 1.01. Entry Into A Material Definitive Agreement

The following excerpt is from the company's SEC filing.



Date of Report (Date of earliest event reported):

April 15, 2015


(Exact name of registrant as specified in its charter)



(State or other jurisdiction

of incorporation)


File Number)

(IRS Employer

Identification No.)

5300 East Freeway Suite A

Houston, Texas

(Address of Principal Executive Offices)

(Zip Code)


(Registrant's telephone number, including area code)

On April 15, 2015, we entered into a Director Agreement with John Zimmerman.

The Agreement provides Mr. Zimmerman will be compensated as follows:

    A. Expenses. The Company will reimburse the Director for reasonable travel and other       incidental expenses incurred by the Director in performing his services and attending meetings as approved in advance by the Company.

    B. Stock Options. The Company shall award to the Director 166,560 shares of Common Stock pursuant to the Company's 2015 Stock Incentive. The table below sets forth the award date, amount and vesting date.

Date of Award

Number of Shares

Date of Vesting


July 15, 2015

July 16, 2015

October 16, 2015

October 17, 2015

January 17, 2016

January 18, 2016

April 18, 2016

April 19, 2016

July 19, 2016

July 20, 2016

October 20, 2016

October 21, 2016

January 21, 2017

January 22, 2017

April 22, 2017

If the Director is a Director both at the Date of Award and Date of Vesting, the shares for each award in the Table above shall be fully vested, a certificate representing the shares shall be issued and shall be non-forfeitable. If the Director is not a Director at the Date of Award, the shares for each award in the Table above at that date and therafter shall not be awarded.  If the Director is a Director at the Date of Award and not at the Date of Vesting, the shares for each such award in the Table above shall be forfeited, no shares shall be issued thereafter and a certificate representing the shares shall not be issued.

The Agreement is filed as an exhibit to this Form 8-K and should be referred to in its entirety for complete information concerning the Agreement.

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

On April 15, 2015, Mr. John Zimmerman was elected as a Director of the Corporation.

Currently Mr. Zimmerman is the Director of Sales and Marketing at PUE 1.0. Prior to joining PUE 1.0, Mr. Zimmerman held positions as a Project Manager and Business Development Manager for The Brandt Companies, from February 2011 until July 2014. From January 2004 through February 2011, Mr. Zimmerman held the position of Project Manager for TDIndustries.  In these positions, he spent much of his career designing, selling, and building mechanical systems for large-scale commercial buildings.

He obtained a Bachelor's degree in Mechanical Engineering from the University of Texas at Austin.  John also obtained a Master's degree in Building Construction Management from Purdue University, and is a registered Professional Engineer in the State of Texas.

As a member of the Board, John contributes his expertise in mechanical system design and construction in developing mechanical systems to support and optimize the indoor farms of the future.  His mission it to have Indoor Harvest be the leader in research and development of mechanical systems for use in indoor farming, which we believe currently is nearly non-existent.


10.1  Director Agreement with John Zimmerman


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Date: April 15, 2015

/s/ Chad Sykes

Chief Executive Officer and Director

The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

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Other recent filings from the company include the following:

Statement of acquisition of beneficial ownership by individuals - June 18, 2018
Entry Into a Material Definitive - June 15, 2018
General form for registration of securities under the Securities Act of 1933 - May 31, 2018

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