Non-Affiliate;
or (iii) when there occurs a merger, consolidation or other reorganization of the Company with a
Non-Affiliate,
in which the shareholders of the Company immediately preceding the merger hold less than 50% (disregarding the voting and consent rights of the Class C Preferred Stock) of the combined
voting power for the election of directors of the Company immediately following the merger. Consistent with Company policy, none of the employment agreements include an excise tax
gross-up
provision.
Ponton Agreement
In June 2017, the Company entered into an employment
agreement (the Ponton Agreement) with Mr. Ponton. The three-year agreement is effective August 1, 2017 through July 31, 2020. During the term of the Ponton Agreement, Mr. Ponton will serve as the President of the
Company and, effective as of October 2, 2017 and for the remainder of the term of the Ponton Agreement, Mr. Ponton also will serve as the Companys Chief Executive Officer.
Under the Ponton Agreement, Mr. Ponton (i) is paid a base salary of $550,000; (ii) is eligible to earn an annual bonus, pursuant to the terms of the
Companys bonus plan, of up to 150% of his base salary upon the achievement of certain predetermined corporate objectives, which is consistent with other Company executives; and (iii) participates in the Companys other incentive and
welfare and benefit plans made available to executives. In connection with signing the Ponton Agreement, Mr. Ponton received a $600,000 signing bonus, a pro rata portion of which must be repaid to the Company if Mr. Ponton is terminated by the
Company for Cause (as defined therein) or Mr. Ponton resigns other than for Good Reason (as defined therein) before August 1, 2018. In addition, under the Ponton Agreement, Mr. Ponton is entitled to certain payments upon a termination without
Cause (as defined therein), a resignation by Mr. Ponton for Good Reason (as defined therein) or a termination in the event of a Change in Control of the Company (as defined therein), all as set forth in detail in the Ponton Agreement.
DAmbrosia Agreement
In December 2016, the Company entered into
an employment agreement (the DAmbrosia Agreement) with Mr. DAmbrosia. The four year agreement is effective January 1, 2017 through December 31, 2020. During the term of the DAmbrosia Agreement,
Mr. DAmbrosia will serve as the Senior Vice President Finance and Chief Financial Officer of the Company.
Under the DAmbrosia Agreement,
Mr. DAmbrosia (i) is paid a base salary of $275,000; (ii) is eligible to earn a target annual bonus, pursuant to the terms of the Companys bonus plan, of up to 75% of his base salary upon the achievement of certain
predetermined corporate objectives, which is consistent with other Company executives; and (iii) participates in the Companys other incentive and welfare and benefit plans made available to executives. In addition, under the
DAmbrosia Agreement, Mr. DAmbrosia is entitled to certain payments upon a termination without Cause (as defined therein), a resignation by Mr. DAmbrosia for Good Reason (as defined therein) or a termination in the event
of a Change in Control of the Company (as defined therein), all as set forth in detail in the DAmbrosia Agreement.
In June 2018, the Company and Mr.
DAmbrosia amended the DAmbrosia Agreement, effective as of April 1, 2018, to increase his base salary to $350,000 and to increase his target and maximum annual bonus opportunity to 45% and 112.5%, respectively, of his base salary
starting with the annual bonus for fiscal 2019.
Naylor Agreement
In March 2018, the Company entered into an employment agreement (the Naylor Agreement) with Mr. Naylor. The three-year agreement is effective
March 26, 2018 through March 31, 2021. During the term of the Naylor Agreement, Mr. Naylor will serve as the Chief Operating Officer of the Company.
Under the Naylor Agreement, Mr. Naylor (i) is paid a base salary of $350,000; (ii) is eligible to earn an annual bonus, pursuant to the terms of the
Companys bonus plan, of up to 112.5% of his base salary upon the achievement of certain predetermined corporate objectives, which is consistent with other Company executives; and (iii) participates in the Companys other incentive
and welfare and benefit plans made available to executives. In addition, under the Naylor Agreement, Mr. Naylor is entitled to certain payments upon a termination without Cause (as defined therein), a resignation by Mr. Naylor for Good
Reason (as defined therein) or a termination in the event of a Change in Control of the Company (as defined therein), all as set forth in detail in the Naylor Agreement.
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