(1) In |
the case of stock grants, the equity value represents the value of the shares determined by multiplying the
closing stock price of $1.99 per share on December 30, 2022 by the number of shares of restricted stock. In the case of option awards, the equity value was determined by multiplying: (i) the difference between the exercise price and the
closing stock price of $1.99 per share on December 30, 2022 and (ii) the number of unvested option shares that would vest following a qualifying termination of employment. |
Termination of EmploymentEmployment Agreements
Employment AgreementMr. Rich
On November 25, 2019, we entered into an employment agreement with Mr. Rich, which was amended and restated on June 15, 2020 in
connection with Mr. Richs appointment as President and Chief Executive Officer (the Rich Employment Agreement). The Rich Employment Agreement had an initial term of three years, until December 2, 2022, and automatically
renews for successive one-year terms on each anniversary of the expiration of the initial term, beginning on December 2, 2022, until terminated. In addition, the Rich Employment Agreement contains
customary covenants with respect to confidentiality, non-competition, non-solicitation, and non-interference.
The Rich Employment Agreement provides that, upon the termination of his employment by us without Cause, by Mr. Rich for
Good Reason (each as defined in the Rich Employment Agreement), or as a result of our non-extension of the employment term, and subject to his execution
and non-revocation of a release of claims in our favor (a Release), Mr. Rich will be entitled to the following: (i) base salary continuation for 12 months (or 18 months if such
termination occurs following a Change in Control (as defined in the Rich Employment Agreement)); (ii) reimbursement for reasonable outplacement services incurred during
the one-year period following the date of termination, not to exceed $30,000; and (iii) if such termination occurs following a Change in Control,
(A) a pro-rated target bonus for the year of termination, payable 30 days following the date of termination, and (B) COBRA continuation coverage at active employee rates for up to 18
months. In the event of a violation by Mr. Rich of any of the restrictive covenants contained in the Rich Employment Agreement, any severance then being paid or owed to Mr. Rich will immediately cease and/or be forfeited, as applicable,
and Mr. Rich will be required to immediately repay to us the value of any severance payments and benefits previously paid to him.
Employment
AgreementDavid Lyle
On March 1, 2022 we entered into an Employment Agreement with Mr. Lyle (the Lyle Employment
Agreement). Pursuant to the terms of the Lyle Employment Agreement provides for an indefinite term of employment and contains customary covenants on
confidentiality, non-solicitation, and non-interference.
Pursuant to the terms of the Lyle Employment Agreement, Mr. Lyle is entitled to receive an amount equal to his annual base salary,
payable payable over a 12-month period following termination or, at our option in the case of a termination not in connection with a Change in Control, as a lump sum; within 30 days following the date of termination, and to the extent applicable, a
COBRA reimbursement amount, if his employment is terminated in connection with a Change in Control, or if he is terminated Without Cause or with Good Reason, and subject to his execution and
non-revocation of a release of claims in our favor (each as defined in the Lyle Employment Agreement).
Employment AgreementMr. Durall
We entered into an Employment Agreement with Mr. Durall, dated May 29, 2020 (the Durall Employment Agreement), which sets
forth the terms of Mr. Duralls service with us. The Durall Employment Agreement provides for an indefinite term of employment and contains customary covenants on confidentiality, non-solicitation,
and non-interference.
The Durall Employment Agreement provides that, upon the involuntary
termination of his employment at any time without Cause or the voluntary termination of his employment by Mr. Durall for Good Reason in
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