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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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We have appointed Sandra Gurrola as our Vice President of Finance, effective June 21, 2021.
Employment Agreement with Sandra Gurrola
We entered into an executive employment agreement, dated June 16, 2021 and effective as of June 21, 2021, with Sandra Gurrola with respect to terms of her employment as our Vice President of Finance. The compensatory
terms of the employment agreement, including equity awards, were approved by the compensation committee of the board of directors, which consists of two disinterested members of the board. Ms. Gurrola’s hiring, and her employment agreement, were
approved by the board.
The employment agreement provides for our at-will employment of Ms. Gurrola as our Vice President of Finance for a term commencing on June 21, 2021 and continuing until terminated by us or Ms. Gurrola.
Under the terms of the employment agreement, we will pay Ms. Gurrola an annual base salary of $220,000, which amount is subject to annual review by the board or the compensation committee and subject to adjustment to
reflect market practices among our peers in the sole discretion of the board or the compensation committee.
Ms. Gurrola will be eligible to receive an annual cash bonus award in an amount up to 35% of her base salary upon achievement of reasonable performance targets set by the board or the compensation committee, each in
its sole discretion. The bonus will be determined by the board or the compensation committee and paid annually in March in the year following the performance year on which such bonus is based.
In accordance with the terms of the employment agreement, we are granting to Ms. Gurrola, effective as of June 21, 2021, a time-based restricted stock unit grant, which we refer
to as the RSU Grant, covering 35,000 shares of common stock. The RSU Grant will vest over four years, with vesting generally subject to Ms. Gurrola’s continued employment through the relevant vesting date. Consistent with the employment
inducement grant rules set forth in Section 711(a) of the NYSE American LLC Company Guide, the equity award to Ms. Gurrola was made as an inducement material to her entering into employment with us and was
approved by the compensation committee without need for stockholder approval.
If Ms. Gurrola’s employment is terminated by us without Cause or by Ms. Gurrola for Good Reason (each such capitalized term as defined in the employment agreement), she will be entitled to,
among other things, continued base salary for six months following the termination date and the total monthly cost of health care continuation coverage pursuant to COBRA for such period. Notwithstanding the foregoing, if a termination without
Cause or for Good Reason occurs within ninety days before or twelve months after a Change in Control (as defined in the employment agreement), Ms. Gurrola would become entitled to (a) receive the continued-based salary and total monthly cost of
health care continuation coverage described in the preceding sentence for a period of twelve months rather than six months, (b) receive a lump sum payment of her target annual bonus and (c) accelerated vesting in full of the RSU Grant. Any of
such severance benefits under the employment agreement are contingent on Ms. Gurrola entering into and not revoking a general release of claims in favor of our company.
The employment agreement provides for (a) reimbursement of reasonable business expenses, (b) participation in our benefit plans and (c) twenty paid vacation days per year.
The employment agreement contains customary covenants related to non-competition and non-solicitation for one year following termination of employment, as well as customary covenants related to
confidentiality, inventions and intellectual property rights.
The foregoing description of Ms. Gurrola’s employment agreement with us does not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the agreement, which is included as Exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference.
Background of Sandra Gurrola
Sandra Gurrola served, from March 2021 to June 2021, as the senior vice president of eGames.com Holdings, LLC and as a consultant to our company. Ms. Gurrola was our senior vice president of finance from September
2019 to March 2021 and our vice president of finance from 2014 until September 2019. From 2009 to 2014, she served our company in various leadership accounting roles, including director of accounting, director of financial reporting and compliance,
and controller. From 2007 until 2009, she was senior manager of financial reporting for Metabasis Therapeutics, Inc., a biotechnology company. Ms. Gurrola holds a B.A. in English from San Diego State University. She is 54 years old.
Indemnification Agreement
On June 21, 2021, we entered into our standard form of indemnification agreement with Sandra Gurrola, a copy of which form is included as Exhibit 10.1 to
our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2021.