ISUN, INC. appointed Robert J. Zulkoski as new CEO

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


Appointment of Robert J. Zulkoski as Chief Executive Officer. 


Effective March 11, 2024, the Board of Directors (the "Board") of iSun, Inc. ("iSun" or the "Company") appointed Robert J. Zulkoski to serve as Chief Executive Officer of the Company.


Mr. Zulkoski, age 62, has over 30 years of experience in global finance and investment management. As a general partner he has invested over US$5BN of fiduciary capital. His current activities are focused on social impact projects and initiatives. He is currently Managing Partner of Conduit Capital Holdings US, a holding company established to hold a portfolio of interests in a variety of social and environmental impact investment management platforms and investments in the United States and Senior Advisor to Rural Works, an impact investment fund. From 2017 to 2023 he served in various capacities related to The Conduit, a platform for impact investments based in London. He served as Founding Shareholder and Director of The Conduit (2017-2019), Founder and Non-Executive Director of Conduit Connect (2020-2023) and Founder and Chief Executive Officer of Conduit Capital Partners (2019-2023)1


Zulkoski Employment Agreement.


In connection with Mr. Zulkoski's appointment as Chief Executive Officer, the Company entered into an Employment Agreement with Mr. Zulkoski (the "Employment Agreement"). The Employment Agreement provides that Mr. Zulkoski's employment is "at will". The Employment Agreement provides for an annual base salary of $250,000, with an annual target bonus of 100% of Mr. Zulkoski's base salary. In addition, Mr. Zulkoski has been granted options to acquire 4,000,000 shares of Common Stock of the Company. Option with respect to ½ of the shares vest as of March 11, 2024 and ½ as of December 31, 2024.


Termination of Employment. Under the Employment Agreement, Mr., Zulkoski may terminate his employment at any time by giving one months' notice to the Board. The Company may terminate Mr. Zulkoski's employment without cause by giving one months' notice to Mr. Zulkoski. The Company may terminate Mr. Zulkoski's employment immediately, at any time, without notice, for "cause". "Cause" includes, but is not limited to termination based on any of the following grounds: (a) fraud, misappropriation, embezzlement or acts of similar dishonesty; (b) conviction of a felony involving moral turpitude; (c) illegal use of drugs or use of alcohol in the workplace; (d) intentional and willful misconduct that may subject the Company to criminal or civil liability; (e) material breach of the Employee's duty of loyalty, including the diversion or usurpation of corporate opportunities properly belonging to the Company; (f) willful disregard of Company policies and procedures; (g) breach of any of the material terms of this Agreement; and (h) insubordination or deliberate refusal to follow the instructions of the Board of Directors of the Company.


Death or Disability. If Mr. Zulkoski is terminated due to death or "disability," then Mr. Zulkoski's heirs, beneficiaries, successors, or assigns will not be entitled to any of the compensation or benefits to which Mr. Zulkoski is entitled under the Employment Agreement.


Noncompetition. The Employment Agreement provides that Mr. Zulkoski will not compete, directly or indirectly, with the business of the Company in the United States for a period of 18 months following termination of his employment.


The foregoing description of the Employment Agreement is not meant to be complete and is qualified in its entirety by reference to the Employment Agreement, which is included as Exhibit 10.1 to this report and incorporated herein by reference.


Jeffrey Peck Designated as Senior Advisor.


In connection with Mr. Zulkoski's appointment as Chief Executive Officer, the Company has modified Mr. Peck's Employment Agreement to designate his title to Senior Advisor, reporting to the Company's CEO. Mr. Peck continues as a full-time employee of the Company. ..