Employment Agreement for Mr. Peters
We had an amended and restated employment agreement with Mr. Peters, effective on October 24, 2008. See Employment Arrangements above for additional
information. All terms and conditions were satisfied upon Mr. Peters retirement on September 11, 2017.
Employment Agreement for Mr. Simril
On September 30, 2016, we entered into an employment agreement with Mr. Simril. See Employment Arrangements above for additional information. Upon
termination without cause or for good reason, he will receive an amount equal to six months base salary and all outstanding equity awards will fully vest. The definitions for cause and good reason are the same as described above for Mr. Becker,
except that the definition of good reason for Mr. Simril does not specify the distance for an applicable relocation.
Employment Agreement for
Mr. Briggs
On March 4, 2011, we entered into an employment agreement with Mr. Briggs. See Employment Arrangements above for additional
information. Upon termination without cause or for good reason, he will receive an amount equal to six months base salary and all outstanding equity awards will fully vest. The definitions for cause and good reason are the same as described above
for Mr. Becker, except that the definition of good reason for Mr. Briggs does not specify the distance for an applicable relocation.
Employment
Agreement for Mr. Bleyl
We had an employment agreement with Mr. Bleyl, effective on March 4, 2011. See Employment Arrangements above for
additional information. All terms and conditions were satisfied upon Mr. Bleyls retirement on December 31, 2017.
Equity Acceleration
2007 Equity Incentive Plan.
Awards outstanding under the 2007 Equity Incentive Plan will fully vest upon a change in control unless (a) assumed by the
successor corporation; (b) replaced with a cash retention program providing the same value or (c) otherwise limited by the plan administrator. A change in control shall be deemed to have occurred if in a single transaction or series of
related transactions:
(a) any person (as such term is used in Section 13(d) and 14(d) of the Exchange Act), or persons acting as a group, other
than a trustee or fiduciary holding securities under an employment benefit program, is or becomes a beneficial owner (as defined in Rule
13-3
under the Exchange Act), directly or indirectly of securities
representing 51% or more of our combined voting power;
(b) there is a merger, consolidation, or other business combination transaction with or into
another corporation, entity or person, other than a transaction in which the holders of at least a majority of our shares of voting capital stock outstanding immediately prior to such transaction continue to hold (either by such shares remaining
outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the company (or surviving entity) outstanding immediately
after such transaction; or
(c) all or substantially all of our assets are sold.
2009 Equity Incentive Plan, as amended.
Awards outstanding under the Plan will fully vest upon a change in control (a) if not fully converted and assumed,
(b) if the awards are converted and assumed, after a qualifying termination, or (c) by the participant for good reason, if it is defined in the applicable award agreement or employment agreement. Qualifying termination is defined as a
termination of employment within twenty-four months following a change in control or by us other than for cause, gross negligence, or deliberate misconduct which demonstrably harms us. A change in control shall be deemed to have occurred if in a
single transaction or series of related transactions:
(a) any person (as such term is used in Section 13(d) and 14(d) of the Exchange Act), or
persons acting as a group, other than a trustee or fiduciary holding securities under an employment benefit program, is or becomes a beneficial owner (as defined in Rule
13-3
under the Exchange Act), directly
or indirectly of securities representing 51% or more of our combined voting power;
(b) there is a merger, consolidation, or other business
combination transaction with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock outstanding immediately prior to such transaction continue to hold
(either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the company (or surviving
entity) outstanding immediately after such transaction;
(c) during any period of two consecutive years, individuals who, at the beginning of such
period, constitute the Board together with any new director(s) (other than a director designated by a person who entered into an agreement with us
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