Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Determination of Compensation Arrangements for President and Chief Financial Officer
Reference is made to Item 5.02 of the Current Report on Form 8-K of
Donahue Employment Agreement Amendment and Equity Award
In connection with his transition to President:
·Mr. Donahue's existing employment agreement (filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021 and filed with theSEC onMay 10, 2022 ) was amended to increase his base salary from$275,000 to$300,000 ; and ·Mr. Donahue received an award of 150,000 restricted stock units ("RSUs) pursuant to the Company's 2020 Equity Incentive Plan. Vesting of the RSUs is subject to a time-based or service condition and a performance-based condition.
Dullinger Employment Agreement and Equity Award
In connection with his transition to Chief Financial Officer:
· On
Agreement dated
provides for:
o An annual base salary of not less than
o Annual incentive compensation in an amount, form, and at such time as provided
in executive incentive plans as approved by the Board of Directors from time
to time;
o Severance compensation for up to one year's compensation based upon
then-current base salary, plus average annual performance bonus over the
preceding three years, with vesting of certain awards in the event of a
termination of
Dullinger for "Good Reason", with any severance compensation being payable in
lump sum if such a termination (without "Cause" or for "Good Reason") occurs
within 12 months after a "Change in Control";
o Customary non-disclosure, non-compete, and non-disparagement provisions;
o A term of one year commencing on
on each one year anniversary for an additional term of one year, unless either
party delivers notice to the contrary to the other party at least sixty days
prior to such one year anniversary; and
·
Equity Incentive Plan. Vesting of the RSUs is subject to a time-based or
service condition and a performance-based condition.
The terms "Change in Control", "Cause", and "Good Reason" are defined in
Dullinger Employment Agreement. The foregoing summary of the Dullinger
Employment Agreement does not purport to be complete and is qualified in its
entirety by reference to the Dullinger Employment Agreement, a copy of which
will be filed with the
Incentive Award to
Reference is made to Item 5.02 of the Company's Current Report on Form 8-K dated
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