Item 1.01 Entry into a Material Definitive Agreement.
On August 23, 2019, the Company and Michael Norregaard entered into an Amended and Restated Employment Agreement with Mr. Norregaard as Chief Executive Officer, reporting directly to the Board of Directors. Pursuant to the terms of the Amended and Restated Employment Agreement, Mr. Norregaard will receive, effective May 1, 2019 an annual minimum base salary of $281,750 per year subject to increase at the discretion of the Board. Mr. Norregaard may also receive a performance bonus at the discretion of the Board.
In the event Mr. Norregaard’s employment is terminated without cause, as defined in the Amended and Restated Employment Agreement, or in the event his employment is constructively terminated, Mr. Norregaard shall be entitled to receive, in equal bi-weekly installments over a twelve-month period, compensation equal to his Base Compensation on the date of termination. In the event of a Change of Control, as defined in the Amended and Restated Employment Agreement, and following a demotion without cause or his title, authority, status or responsibilities is substantially altered, his salary is reduced or the principal office is moved to more than 50 miles outside the Madison metropolitan area, Mr. Norregaard is entitled to terminate the agreement, in which event he shall be entitled to receive, within thirty days of such termination, an amount equal to his Base Compensation on the date of termination. In any of the above events, (i) all of Mr. Norregaard’s unvested stock options and stock grants will vest immediately upon termination and Mr. Norregaard will have one year from the date of termination to exercise any such options and (ii) Mr. Norregaard will receive health insurance continuation as required by COBRA and salary accrued to the date of termination. Pursuant to the terms of the Amended and Restated Employment Agreement, it shall not be considered a termination of any kind, including but not limited to a "voluntary termination", "involuntary termination", "constructive termination", or "termination
without cause", if the Board elects to hire a new Chief Executive Officer in replacement of Mr. Norregaard, provided that the Board offers to engage Mr. Norregaard as Chief Operating Officer, pursuant to substantially the same terms and conditions as set forth in the Amended and Restated Employment Agreement (except that Mr. Norregaard shall in such event report to the new Chief Executive Officer). Mr. Norregaard has further agreed not to disclose the Company’s proprietary information, and, until one year following the termination of his Amended and Restated Employment Agreement, not to compete with the Company or solicit the Company’s employees.
The foregoing description of Mr. Norregaard’s Amended and Restated Employment Agreement is qualified in all respects by reference to the full text of such Amended and Restated Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and incorporated by references in this Item 1.01.