In connection with Mr. Singers promotion, the Compensation Committee of the
Company (the Committee) approved a promotion award of the number of restricted shares of the Companys common stock (the Restricted Shares), pursuant to the Companys 2018 Incentive Compensation Plan (the
Plan), equal to (x) $950,000 divided by (y) the volume weighted average price per share of the Companys common stock on the Nasdaq Stock Market for the fifteen trading days beginning on the closing of the market on
January 10, 2020 (the Average Stock Price), one-half of which shall vest on the first anniversary of the grant date and one-half of which shall vest
quarterly commencing on the fifteenth month following the grant date and ending on the second anniversary of the grant date.
In
connection with the proposed sale of the Companys OEM business, the Committee approved a transaction bonus for Mr. Singer on January 10, 2020, which includes: (a) $225,000 in cash; and (b) the number of Restricted Shares,
pursuant to the Plan, equal to (x) $225,000 divided by (y) Average Stock Price, one-half of which shall vest on the first anniversary of the grant date and one-half
of which shall vest quarterly commencing on the fifteenth month following the grant date and ending on the second anniversary of the grant date.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Singer
and any of the Companys executive officers or directors or persons nominated or chosen to become a director or executive officer. There are no transactions in which Mr. Singer has an interest requiring disclosure under Item 404(a) of
Regulation S-K.
Promotion of Johannes W. Louw to Chief Financial Officer of the Company.
On January 10, 2020, the Company promoted Johannes W. Louw, 46, to Chief Financial Officer of the Company. In this capacity, Mr. Louw
will report to the Chief Operating Officer of the Company. Mr. Louws promotion is contingent and effective upon the Companys successful completion of the proposed sale of the Companys OEM business.
Mr. Louw joined the Companys finance team in June 2003. Mr. Louw, currently serves as the Vice President, Financial Planning
and Analysis of the Company. Mr. Louw served as the Companys interim Chief Financial Officer from December 2016 until March 2017. Mr. Louw also served as the Companys Vice President of Finance and Corporate Controller from June
2010 until September 2018. Additionally, during Mr. Louws tenure with the Company, his responsibilities have included leading roles in the Companys business development activities, financing, implementation and oversight of the
Companys internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002. Prior to his tenure at the Company, Mr. Louw served as an auditor for Deloitte & Touche LLP both domestically and internationally.
Mr. Louw earned bachelor degrees in Commerce and Computer Science from the University of Cape Town and a masters degree equivalent postgraduate diploma in accounting from the University of Cape Town. Mr. Louw is a Certified Public
Accountant.
In connection with Mr. Louws promotion, the Committee approved: (i) an increase in his annual base salary by
33.37% to $315,000; (ii) an increase to his short-term incentive payment eligibility under the Companys annual incentive plan by 66.71% to $157,500; (iii) an award of the number of Restricted Shares, pursuant to the Plan, equal to (x) $378,000
divided by (y) the Average Stock Price, which shall vest in three equal amounts on the first, second and third anniversaries of the grant date; and (iv) an option to purchase the number of shares of the Companys common stock
(Stock Options), pursuant to the Plan, equal to (x) $567,000 divided by (y) the Average Stock Price, which shall vest in five equal amounts on the first, second, third, fourth and fifth anniversaries of the grant date; provided that
vesting of the Stock Options shall accelerate on the first day following any consecutive 60 day period in which the volume weighted average price per share of the Companys common stock on the Nasdaq Stock Market is equal to or greater than
$8.00 (to be adjusted for any stock splits during the exercise period).