Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 29, 2017, Tony Lopez was
appointed as the Vice President, Chief Accounting Officer and Controller of the Company, effective November 29, 2017. Mr.
Lopez, 51, has over 30 years of experience as a client service provider, financial statement preparer, auditor, standard
setter and regulator. From 2012 to 2017, Mr. Lopez served as Partner Emeritus/Director and from 2008 to 2010 as a Partner at
KPMG LLP, where he provided accounting and forensic advisory support on US GAAP accounting, IFRS, litigation support and
related matters. From 2010 to 2012, he served as Deputy Chief Auditor at the Public Company Accounting Oversight Board. From
2006 to 2008 he served as Senior Managing Director – SEC and Accounting Advisory Leader for FTI Consulting, and from
2003 to 2006 was an Associate Chief Accountant in the Office of the Chief Accountant at the United States Securities and
Exchange Commission. He previously served positions with PricewaterhouseCoopers LLP, the Financial Accounting Standards Board
and as a vice president of two Fortune 100 companies.
The Company has provided to Mr. Lopez an
offer letter, dated as of November 29, 2017, that provides for Mr. Lopez’s salary and benefits (the “Offer Letter”).
Mr. Lopez’s annual salary will be
$275,000, and he is eligible to participate in the Company’s Share the Rewards Incentive Plan (the “Incentive Plan”).
Mr. Lopez is eligible for a bonus of up to 40% of his base salary, in accordance with the terms of the Incentive Plan.
Subject to the approval of the Compensation
Committee, Mr. Lopez will be granted options to purchase 52,126 shares of the Company’s common stock. If granted, the options
will vest at a rate of one-third per year over three years commencing on the first anniversary of the grant date.
Mr. Lopez will be permitted to participate
in all employee benefits plans, policies, and practices now or hereafter maintained by or on behalf of the Company, commensurate
with his position and level of individual contribution, if and to the extent he is eligible pursuant to the terms of such plans,
policies, and practices, which may be modified by the Company at its discretion.
The Company and Mr. Lopez also executed
a Severance Agreement in connection with the Offer Letter, which provides that, subject to certain conditions, if Mr. Lopez’s
employment is terminated by the Company other than for “Cause,” as defined in the Severance Agreement, or by Mr. Lopez
for “Good Reason,” as defined in the Severance Agreement, Mr. Lopez will be entitled to receive salary continuation
payments for 52 weeks following the date he executes the Company’s standard Separation and Release Agreement.
A copy of the Offer Letter is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Offer Letter
does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter.