Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e)
On
The Amendment extends the current term of the Existing Employment Agreement,
which was scheduled to end on
The Existing Employment Agreement was previously modified to adjust the annual
base salary (the "Base Salary") for the Executive from
The Executive is eligible for an annual performance bonus (the "Performance
Bonus") based on the satisfaction of certain performance metrics as determined
by the Board of Directors of the Company in its sole discretion on an annual
basis. Any Performance Bonus earned by the Executive will be paid by
The Amendment removes certain provisions of the Existing Employment Agreement relating to the purchase of a Company-provided automobile, which will have no further effect.
In the event the Executive, subject to certain provisions of the Existing
Employment Agreement, resigns or otherwise terminates his employment without
Good Reason (as defined in the Existing Employment Agreement) after
The Amendment provides that in the event of termination of the Executive's employment that would provide for severance payments under certain circumstances, the "applicable Term" (as defined in the Existing Employment Agreement) for such severance payments will be the shorter of the Current Term and twenty-four months.
Pursuant to the Amendment, the Executive has (i) agreed that the consummation of
the transactions contemplated by that Agreement and Plan of Merger by and
between the Company,
The Executive is eligible for a retention payment in the amount of
The foregoing descriptions do not purport to set forth the complete terms thereof and are qualified in their entirety by reference to the Amendment attached hereto as Exhibit 10.1, which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. EXHIBIT NUMBER DESCRIPTION 10.1 * - Letter Agreement dated February 14, 2023 between Stephen C. Jumper and the Company 104 - Cover Page Interactive Date File (formatted in Inline XBRL and included as Exhibit 101).
* This filing excludes certain schedules and exhibits pursuant to Item
601(a)(5) of Regulation S-K, which the registrant agrees to furnish
supplementally to the
Commission; provided, however, that the registrant may request confidential
treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended, for any schedules or exhibits so furnished. The omitted schedule
contains certain performance metrics.
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