Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retention Program.
On
Under the Retention Program, each Executive is eligible to receive a cash bonus
subject to his continued employment with the Company through
Executive Cash Retention Award Retention Equity Award
Bryan Giglia$585,225 $1,170,450 Robert Springer$496,868 $993,736 David Klein$370,107 $740,214
Upon a termination of the Executive's employment by the Company without "cause", by the Executive for "good reason" or by reason of the Executive's death or disability, then (i) any then-unpaid cash bonus under the Retention Program will be paid to the Executive and (ii) any then-unvested equity award under the Retention Program will vest in full, in each case subject to the Executive's (or his estate's) timely execution and non-revocation of a general release of claims.
The foregoing description of the Retention Program is not complete and is subject to and qualified in its entirety by the terms of the form of Retention Letter, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Employment Agreement.
In addition, on
The Employment Agreement provides for an annual base salary of
Upon a "qualifying termination" (generally defined as a termination of employment due to the expiration of the employment period, by the Company without "cause", by the Executive for "good reason" or due to his death or disability), then the Executive will receive the performance bonus and full vesting of the one-time restricted stock award described above. The performance bonus will be equal to no less than the minimum performance bonus but, if the qualifying termination is due to the Executive's termination without "cause", for "good reason" or due to his death or disability, then he will receive the greater of the minimum performance bonus and a pro-rated target bonus (pro-rated to reflect his time employed through the termination date). The Company's obligation to provide these severance payments and benefits is conditioned upon the Executive's (or his estate's) timely execution (and non-revocation) of a general release of claims.
The Employment Agreement also includes certain restrictive covenants, including non-solicitation and non-disparagement covenants.
The above summary of the terms of the Employment Agreement is qualified in its entirety by reference to the agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.
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Item 9.01Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Form of Retention Letter. 10.2 Employment Agreement, by and between the Company andDouglas Pasquale . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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