Period or any anniversary thereof. Ms. Crowell, Mr. Maier, Mr. Jones and Mr. Malone receive annual base salary of $350,000, $400,000, $340,000 and $340,000, respectively,
subject to periodic review by the compensation committee and adjustment from time to time. In accordance with the respective agreements, the compensation committee determined to increase the base salaries of Ms. Crowell, Mr. Maier,
Mr. Jones and Mr. Malone for 2018 by 3.5% to $362,300, $414,000, $351,900 and $351,900, respectively. Subject to the achievement of certain performance goals as determined by our board of directors or the compensation committee for each
fiscal year, each of Ms. Crowell, Mr. Maier, Mr. Jones and Mr. Malone is eligible to participate in our annual cash incentive program, with an opportunity to receive an annual bonus (payable in a single lump sum), based on
criteria determined in the discretion of the board of directors or the compensation committee. For 2018, the compensation committee set Ms. Crowells target bonus at 80% of her annual base salary, with a maximum target bonus of up to 200%,
of her target bonus, Mr. Maiers target bonus at 60% of his annual base salary, with a maximum target bonus of up to 200% of his target bonus, Mr. Joness target bonus at 60% of his annual base salary, with a maximum target bonus
of up to 200% of his target bonus, and Mr. Malones target bonus at 60% of his annual base salary, with a maximum target bonus of up to 200% of his target bonus provided each such executive remains employed by us on the payment date. Each
such executive is also entitled to participate in any life, disability, health insurance and 401(k) plans and other similar plans that we establish from time to time for our executive employees.
Under his or her employment agreement, each executive may receive, as determined by the board of directors or the compensation committee in
its sole discretion, an equity award under our long term incentive plan or plans, subject to the terms and conditions thereof and any equity award agreement. Any equity awards granted to such executive, any proceeds of any equity awards that
previously have been sold, transferred or otherwise disposed of, and any incentive bonus award will be subject to clawback by us, now or in the future, the Dodd-Frank Act and the SOX Act, each as amended, and rules, regulations and binding,
published guidance thereunder.
Each executive has agreed to certain restrictive covenants in his or her employment agreement, including
such executives agreement not to interfere with any of our employees, suppliers, vendors, joint venturers or licensors and not to solicit our customers or employees, in each case during such executives employment with us and for a period
of two years thereafter, (ii) not to disclose our confidential information or trade secrets and (iii) not to compete with us while using our trade secrets. We may terminate each such executives employment at any time for any or no
reason, in our sole discretion, upon not less than 10 days advance written notice to the executive. The executive may terminate the employment relationship upon 10 days advance written notice to us. However, if we terminate such
executives employment without cause, then he or she will be entitled to (i) any accrued benefits (defined below), (ii) severance pay in an amount equal to one months base salary for each full year of employment with us,
not to exceed 12 months, and (iii) COBRA coverage as required by applicable law; provided that, in the case of clauses (ii) and (iii), the executive continues to comply with the restrictive covenants described above and the executive
executes a full general release in our favor. In the event the executives employment terminates upon his or her death or disability, the executive or his or her estate will be entitled to any accrued benefits. In the event such
executives employment is terminated for cause (as defined below) or as a result of
non-extension
of his or her employment agreement, our obligations under such agreement will terminate,
except for any accrued benefits.
If the executives employment with us or our successor is terminated on or before the second
anniversary of the date of occurrence of a change of control (as defined below) other than for cause, then, in addition to the benefits described above, (i) all equity awards that have been granted to such executive that
would have vested at any time after the date of his or her termination solely as a result of her continued service to the Company will immediately vest on the date of termination, and (ii) such executive will be entitled to receive a lump sum
payment equal to his or her severance payment described above times two, plus an amount equal to his or her target annual bonus during the severance period and the continuation of COBRA coverage for 18 months.
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