Each Executives Severance Agreement is further amended to include the following
provisions that will only apply during the period between the effective date of the Severance Amendment through and including the later of (i) September 1, 2020 or (ii) the date that is 12 months after a Change in Control
(as defined in the applicable Severance Agreement, as amended) in the event that a Change in Control occurs on or before September 1, 2020:
(A) in the event the Executive experiences a Terminating Event within the three (3) months immediately prior to a Change in Control that
occurs between the effective date of the Severance Amendment through and including September 1, 2020, the Executive is entitled to the severance benefits that he or she would receive under the Severance Agreement if such Terminating Event had
occurred on or within the twelve (12) months immediately following a Change in Control, and
(B) in the event the Executive
experiences a Terminating Event within the three (3) months immediately prior to a Change in Control that occurs on or before September 1, 2020 or within the twelve (12) months immediately following a Change in Control that occurs on
or before September 1, 2020, then the exercise period with respect to the Executives vested stock options will not expire until the earlier of (i) the original ten (10) year expiration date for such vested stock options as
provided in the applicable option agreement, or (ii) two (2) years after the Executives date of termination.
Each
Executives right to benefits under the Severance Agreement, as amended, is subject to his or her executing a release of claims in favor of the Company upon the termination of his or her employment.
Annual Bonuses
The Compensation
Committee approved annual incentive compensation for the year ending December 31, 2019 for each of the Executives at 100% corporate goals level, to be payable following the end of such year or otherwise subject to the terms of the
Executives Severance Agreement, as amended.
Retention Bonuses
The Compensation Committee approved a retention cash bonus for Jeffrey Hatfield in an amount equal to 2.0 times his target annual incentive
compensation for the fiscal year ending December 31, 2019, to be payable within 10 days following the signing of the definitive agreement with respect to a Change in Control so long as the signing date occurs on or before March 31, 2020
and he remains employed with the Company on the signing date, provided, further, that if he is terminated without Cause (as defined in the applicable Severance Agreement, as amended) prior to the signing date, then he will be paid such
retention cash bonus by the earlier of (x) his last severance payment under the Severance Agreement, as amended, and (y) March 15 of the calendar year following the calendar year in which the termination occurs.
The Compensation Committee also approved retention cash bonuses for (i) Brian McVeigh in an amount equal to 1.5 times his target annual
incentive compensation for the fiscal year ending December 31, 2019, and (ii) Patricia Allen in an amount equal to 1.5 times her target annual incentive compensation for the fiscal year ending December 31, 2020, in each case to be
payable within 10 days following the closing of a Change in Control so long as he or she remains employed with the Company on the date of such closing, provided, further, that if he or she is terminated without Cause prior to such closing, then he
or she will be paid such retention cash bonus by the earlier of (x) the last severance payment under the Severance Agreement, as amended, and (y) March 15 of the calendar year following the calendar year in which the termination
occurs.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits