The description of the Chisholm Employment Agreement is qualified in its entirety by
reference to the copy thereof filed as Exhibit 10.1 to this Form
8-K,
which is incorporated by reference.
First Amendment and Restated Employment Agreement with Elizabeth T. Wilkinson
On May 20, 2019, the Company and Elizabeth T. Wilkinson entered into the First Amended and Restated Employment Agreement (the
“Wilkinson Employment Agreement”), dated effective as of the Effective Date, pursuant to which Ms. Wilkinson will continue to serve as Chief Financial Officer of the Company. The Wilkinson Employment Agreement provides for a term of
employment from the Effective Date until the earlier of (i) December 31, 2020, (ii) Ms. Wilkinson’s resignation with or without Good Reason (as defined in the Wilkinson Employment Agreement) or Ms. Wilkinson’s death or
disability, or (3) Ms. Wilkinson’s termination by the Company with or without Cause (as defined in the Wilkinson Employment Agreement).
The Wilkinson Employment Agreement provides, among other things, that (i) Ms. Wilkinson will earn an annual base salary of $350,000;
(ii) Ms. Wilkinson will be eligible for quarterly and annual bonuses in accordance with (1) the Company’s management incentive plan at a level of 75% of base salary for 2019 and (2) the Company’s performance unit plan at an
award value factor of 1.35 in 2019; (iii) Ms. Wilkinson will be reimbursed by the Company for all reasonable expenses incurred in the course of performing duties under the Wilkinson Employment Agreement; and (iv) upon termination of
Ms. Wilkinson’s employment by the Company without Cause or by Ms. Wilkinson with Good Reason prior to the end of her employment period, and subject to the satisfaction of certain other specified conditions, Ms. Wilkinson will be
entitled to receive severance compensation of (1) an amount equal to 150% of her annual base salary and target bonus under the then applicable Management Incentive Plan of the Company payable in nine monthly installments equal to
one-ninth
of such severance compensation, payable at the end of each of the next nine full calendar months following the first full calendar month after Ms. Wilkinson’s execution and effectiveness of a
release agreement and (2) certain continued health coverage reimbursements upon election.
The description of the Wilkinson
Employment Agreement is qualified in its entirety by reference to the copy thereof filed as Exhibit 10.2 to this Form
8-K,
which is incorporated herein by reference.
Wilkinson Restricted Stock Grant
On May 20, 2019, the Board approved a grant to Ms. Wilkinson of 40,000 shares of restricted stock of the Company under the
Company’s 2018 Long-Term Incentive Plan and related award agreement, which shall vest on May 24, 2020.
Compensatory Arrangements of
Certain Officers
2019 Management Incentive Plan
On May 20, 2019, the Compensation Committee (the “Compensation Committee”) of the Board adopted a Management Incentive Plan (the
“2019 MIP”) with respect to certain of its senior executive officers in order to provide appropriate incentives to work towards the continued growth and success of the Company.
The 2019 MIP provides for the payment of cash bonuses to management personnel selected by the Compensation Committee, including all of the
named executive officers. These bonuses are expressed as a percentage of each participant’s annual base salary as of the date the 2019 MIP becomes applicable to a participant (the “Target Bonus Percentage”). The Target Bonus
Percentage for Mr. Chisholm is 110% of base salary. The Target Bonus Percentage for other participants is 75% of base salary.
Bonuses under the 2019 MIP are made up of three separate parts: a bonus based on Earnings Before Interest, Taxes, Depreciation and
Amortization (the “EBITDA Bonus”), a bonus based on revenues (the “Revenue Bonus”) and a bonus based on the achievement of certain goals set by the Compensation Committee for each participant (the “Goal Bonus”).
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