Mr. Colella
Pursuant to the terms of Mr. Colellas employment agreement dated as of October 22, 2013, as amended, in addition to his base
salary, Mr. Colella was eligible to participate in the Companys annual cash incentive compensation program, with a targeted goal of 120% of base salary subject to meeting performance goals determined by our Compensation Committee, and
long-term equity incentive plan, subject to meeting vesting and/or performance goals determined by our Compensation Committee. Mr. Colellas employment term was
month-to-month, with termination upon 30 days notice by either party, or upon death, disability, or at the Companys election if Mr. Colella failed to
perform his duties or committed any other act constituting cause (as defined below).
In the event Mr. Colellas employment was
terminated by the Company without cause, he was entitled to the following: (i) continuation of base salary for a period of 18 months, (ii) 1.5 times his target annual cash incentive plan bonus, (iii) payment of any annual cash incentive
plan bonus earned for the prior calendar year but not yet paid, (iv) payment for continuation of medical, dental or vision insurance for 18 months and (v) reimbursement for premiums he paid (if any) for continuation of life insurance for
12 months if he elected the Companys group life insurance conversion feature. Payment of such benefits was conditioned upon execution of a release by Mr. Colella and his full compliance with the restrictive covenants described below.
In the event Mr. Colellas employment was terminated due to death or total disability, or Mr. Colella voluntarily terminated his
employment (other than for good reason within two years of a change-in-control, each as defined in his employment agreement), we would have paid
his base salary accrued through the last date of employment, plus any annual cash incentive plan bonus earned for the prior calendar year, but not yet paid.
In the event Mr. Colellas employment was terminated without cause or was terminated by Mr. Colella for good reason, in either
case upon or at any time within two years following a change-in-control, Mr. Colella would have received a lump sum payment equal to 36 months of his base salary
and three times his target annual bonus amount, payment of any annual cash incentive plan bonus earned for the prior calendar year, but not yet paid, and continued participation in the Companys medical, dental, vision and life insurance plans
for 36 months. In the event such payments were determined to be subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, such payments would have been payable in full or, if applicable, reduced so that no portion of the
payments was subject to the excise tax, whichever of the foregoing amounts resulted in receipt by Mr. Colella on an after-tax basis of the greater amount, taking into account all applicable taxes,
including the penalty tax. Mr. Colella was not entitled to any gross-up payment for any such excise tax due on such payments.
The Employment Agreement requires Mr. Colella to return all or a portion of any incentive pay for the performance period in which his
termination of employment occurred and any performance period ending within the 36 month period prior to his termination of employment, if it is later determined that these awards were calculated on the basis of inaccurate information that results
in a restatement of our financial statements, or for other required reasons.
The Employment Agreement provides that Mr. Colella may
not, for two years from the termination of his employment, (i) engage in any competitive business or activity, (ii) work for any person who was our executive, officer or agent, or establish any business or partnership with such person that
is competitive to the Company, (iii) give, sell or lease any competitive services or goods to any of our customers, or (iv) have any material financial interest in or be a director, officer, partner, executive or consultant to, or exceed
specified shareholding limitations in, any of the Companys competitors.
Mr. Colella is also subject to non-solicitation restrictions. During the term of his employment and for a period of two years after termination, Mr. Colella may not solicit any customer to become a customer, distributor or supplier of any
other person or entity or to cease doing business with the Company; or solicit or hire any of our executives, officers or agents to terminate such persons employment or engagement with the Company or to work for a third party.
In addition, the Employment Agreement provided Mr. Colella with supplemental retirement benefits, which vested in 2018 when
Mr. Colella reached the age of 62 and had served for 25 years with the Company, and which
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