Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
We have entered into a letter agreement with Mr. Kern and into employment agreements with each of Messrs. Bigelow, Wert and Harvey. Prior
to the conclusion of his employment term and transition to a consulting role, we had also entered into an employment agreement with Mr. Lazarus. The material terms of these agreements are described below.
Peter Kern
On March 6, 2017, we
entered into a letter agreement with Mr. Kern, which entitles him to a monthly payment amount of $200,000 for his services as CEO, as well as eligibility for an annual bonus to be determined in the discretion of the Board. Mr. Kerns
agreement does not provide for any contractually stipulated severance or change in control payments or benefits.
Chandler Bigelow
Effective April 26, 2017, we entered into an employment agreement with Mr. Bigelow, which was for a
non-renewing
term expiring on December 31, 2018. Pursuant to the employment agreement, Mr. Bigelow was entitled to an annual base salary of at least $700,000, subject to upward adjustment in the sole
discretion of the Company, the opportunity to earn an annual cash bonus with a target of $700,000, based on the achievement of performance goals determined by the Company, and an annual long-term incentive grant having an aggregate grant date fair
market value of $1,000,000, divided 30% in the form of RSUs, 40% in the form of PSUs and 30% in the form of stock options, with RSUs and stock options to vest ratably over a four-year period, and PSUs to have a three-year performance period. The
agreement also provided for a
one-time
supplemental grant of RSUs which were granted to Mr. Bigelow on April 27, 2017, and, pursuant to the employment agreement, because Mr. Bigelow remained
continuously employed by the Company through December 31, 2017, he became entitled to receive a retention bonus equal to $1,400,000, which was paid in substantially equal installments during the
12-month
period following December 31, 2017.
Effective January 1, 2019, we entered into a new employment agreement with
Mr. Bigelow, which will supersede and replace Mr. Bigelows employment agreement described above. The new employment agreement has a
non-renewing
term that expiries December 31, 2020. The
new employment agreement with Mr. Bigelow provides for the same compensation and benefits as the prior employment agreement, with certain exceptions. Mr. Bigelow will have the same annual base salary and target bonus as under his prior
employment agreement, and the grant date value of his annual equity grant will remain the same but will consist of 60% RSUs and 40% PSUs. Mr. Bigelow is entitled to participate in our benefit plans and programs, including any medical, dental
and life insurance benefits and our 401(k) plan.
Mr. Bigelows new employment agreement provides for a
one-time
supplemental PSU grant of 29,806 PSUs, which vest if, for a 15 consecutive trading day period before December 31, 2020, the closing price of the Companys common stock is at least $45.00 (reduced
for cash dividends paid during this period), subject to Mr. Bigelows continued employment through the vesting date, or would vest, on an accelerated basis, upon the occurrence of a change in control or if Mr. Bigelow had a qualifying
termination of employment in anticipation of a change in control that ultimately occurs on or before the earlier of the anniversary of such qualifying termination of employment or December 31, 2020. These supplemental PSUs were granted to
Mr. Bigelow on January 2, 2019, and also all vested as of that date because a closing stock price of the Companys Class A common stock had been maintained for 15 consecutive trading days at or above $45.00 per share for a period
of fifteen consecutive trading days following the execution of his agreement on November 30, 2018.
Lawrence Wert
Effective July 18, 2016, we entered into an employment agreement with Mr. Wert, which was for an initial term expiring on
December 31, 2018. Pursuant to the employment agreement, Mr. Wert was entitled to an annual base salary of at least $850,000, subject to upward adjustment in the sole discretion of the Board, the opportunity
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