The Executive Severance Plan was not applicable
to Mr. Haugh, whose former employment agreement remained in effect, and Mr. Cuneo, who entered into an employment agreement with
the Company in 2017 in connection with his service as Executive Chairman (the “2017 Cuneo Employment Agreement”). The
2017 Cuneo Employment Agreement was terminated (with no further liability to the Company thereunder) and replaced with a new employment
agreement in connection with Mr. Cuneo’s appointment to serve as Interim Chief Executive Officer in June 2018 (the “June
2018 Cuneo Employment Agreement”), which in turn was replaced with a new employment agreement in connection with Mr. Cuneo’s
resuming his role solely as Executive Chairman in October 2018 (the “October 2018 Cuneo Employment Agreement”), each
as further described below.
On October 15, 2018, Mr. Galvin entered
into an employment agreement with the Company in connection with his hiring as President and Chief Executive Officer by the Company,
and appointment to the Board of Directors.
The summaries below relate to the employment
agreements for our named executive officers who were employed by us on December 31, 2018.
Robert C. Galvin
2018 Employment Agreement
On October 15, 2018, the Company entered
into an employment agreement with Mr. Galvin in connection with the Company’s employment of Mr. Galvin as its President and
Chief Executive Officer. Mr. Galvin was also appointed to the Company’s Board of Directors. The employment agreement provides
that Mr. Galvin will be employed for a term ending on December 31, 2021, subject to earlier termination or extension as specified
in the employment agreement. The employment agreement provides for Mr. Galvin to receive an annual base salary of not less than
$850,000 per year and for certain other benefits consistent with those provided to other senior executives of the Company. In addition,
Mr. Galvin is eligible to earn annual cash bonuses, with target and maximum bonus opportunities of 100% and 150% of his annual
base salary, respectively, subject to the achievement of the applicable performance goals.
Additionally, the employment agreement
provides for the grant to Mr. Galvin of certain equity compensation, as set forth below.
2018 Annual Award RSUs: Mr. Galvin was
granted an award of RSUs under the 2016 Plan, with an aggregate fair market value of $180,000 as of the date of grant. The RSUs
will vest in three equal annual installments on each of March 31, 2019, 2020 and 2021, subject to Mr. Galvin’s continued
employment with the Company on the applicable vesting date; provided that, if his employment is terminated by the Company without
“cause,” by him for “good reason,” or due to his death or “disability” (each such term as defined
in his employment agreement), Mr. Galvin will remain eligible to receive the pro rata number of any unvested RSUs that are scheduled
to vest on the vesting date that immediately follows the date of termination, based on the number of days that he was employed
with the Company during the period (i) from the date of grant through March 31, 2019 (in the event that the termination occurs
prior to March 31, 2019), or (ii) from the most recent vesting date to the next-scheduled vesting date (in the event that the termination
occurs after March 31, 2019), with such pro rata number of RSUs to vest and be settled on the vesting date on which such RSUs would
have vested if Mr. Galvin’s employment had continued through such vesting date, subject to his continued compliance with
the restrictive covenants contained in his employment agreement (as described below) through such vesting date.
2019 Annual Award PSUs: On the date on
which 2019 annual equity awards are granted to the Company’s senior executives, Mr. Galvin will be granted an award of PSUs
under the 2016 Plan, with an aggregate fair market value of $552,500 as of October 15, 2018. The PSUs will cliff vest based on
performance criteria consistent with those contained in agreements relating to annual performance-based awards issued to other
executives of the Company (including accelerated vesting upon a change in control).
2019 Annual Award RSUs: On the date on
which 2019 annual equity awards are granted to the Company’s senior executives, Mr. Galvin will be granted an award of RSUs
under the 2016 Plan, with an aggregate fair market value of $297,500 as of the date of grant. The RSUs will vest in three equal
annual installments on the first three anniversaries of the grant date, but will only be payable in the event Mr. Galvin is employed
by the Company as of the date of vesting. There is no accelerated vesting upon a change of control.