Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Richard Carlson
On January 29, 2020, the registrant entered into an employee agreement amendment
with Richard Carlson, the registrant's Chief Executive Officer and President.
The employee agreement amendment, among other things, (i) change's Mr. Carlson's
base salary to $350,200 per year; and (ii) sets Mr. Carlson's annual bonus
target amount at $122,570 (the Quarterly Bonus target amount is $30,643)
pursuant to the 2019 Executive Bonus Plan.
Mr. Carlson was also granted: (i) stock options to purchase 19,978 shares of
the registrant's common stock at an exercise price of $12.39 per share; and (ii)
22,589 restricted stock units ("RSU's"). The options vest over a 4-year period,
with 1/48 vesting each month. 12,500 of the RSU's vest as follows: 33% vest on
February 21, 2020 with remaining vesting quarterly in equal installments of 1/12
thereafter commencing on April 1, 2020. These RSU's representRSU's authorized
prior to the effective date of the registrant's 2019 Equity Plan that were not
granted to Mr. Carlson. 10,089 of the RSU's vest as follows: 5.56% vest on April
1, 2020 with remaining vesting quarterly in equal installments of 1/12
thereafter commencing on April 1, 2020.
The description of Mr. Carlson's employee agreement amendment is not complete
and is qualified in its entirety by reference to the employee agreement
amendment attached hereto as Exhibit 10.1, which is incorporated by reference
herein.
Travis Whitton
On January 29, 2020, the registrant entered into an employee agreement amendment
with Travis Whitton, the registrant's Chief Technology Officer. The employee
agreement amendment, among other things, (i) change's Mr. Whitton's base salary
to $206,000 per year; and (ii) sets Mr. Whitton's annual bonus target amount is
set at $51,500 (the Quarterly Bonus target amount is $12,875) pursuant to the
2019 Executive Bonus Plan.
Mr. Whitton was also granted: (i) stock options to purchase 11,747 shares of the
registrant's common stock at an exercise price of $12.39 per share and (ii)
13,286 RSU's. The options vest over a 4 year period, with 25% vesting on the
first anniversary of the grant date and an additional 1/48 of the original
number of options vesting every month thereafter. 7,353 of the RSU's vest as
follows: 33% vest on February 21, 2020 with remaining vesting quarterly in equal
installments of 1/12 thereafter commencing on April 1, 2020. These RSU's
representRSU's authorized prior to the effective date of the registrant's 2019
Equity Plan that were not granted to Mr. Whitton. 5,933 of the RSU's vest as
follows: 33% vest on February 21, 2021 with remaining vesting quarterly in equal
installments of 1/12 thereafter commencing on April 1, 2021.
The description of Mr. Whitton's employee agreement amendment is not complete
and is qualified in its entirety by reference to the employee agreement
amendment attached hereto as Exhibit 10.6, which is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 Employee Agreement Amendment - Richard Carlson.*
10.2 Employee Agreement Amendment - Richard Carlson (incorporated by
reference to the registrant's Form 8-K filed 2/27/19).
10.3 Employee Agreement Amendment - Richard Carlson (incorporated by
reference to the registrant's Form 8-K filed 2/12/18).
10.4 Employee Agreement Amendment - Richard Carlson (incorporated by
reference to the registrant's Form 8-K filed 4/15/17).
10.5 Employee Agreement - Richard Carlson (incorporated by reference to the
registrant's Form 8-K filed 9/14/15).
10.6 Employee Agreement Amendment - Travis Whitton.*
10.7 Employee Agreement Amendment - Travis Whitton (incorporated by
reference to the registrant's Form 8-K filed 2/27/19).
10.8 Employee Agreement Amendment - Travis Whitton (incorporated by
reference to the registrant's Form 8-K filed 2/12/18).
10.9 Employee Agreement Amendment - Travis Whitton (incorporated by
reference to the registrant's Form 8-K filed 8/1/17).
10.10 Employee Agreement Amendment - Travis Whitton (incorporated by
reference to the registrant's Form 8-K filed 7/8/16).
10.11 Employee Agreement - Travis Whitton (incorporated by reference to the
registrant's Form 8-K filed 7/8/16).
* Included herewith.
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