The employment agreement also provides
for Mr. Galvin to receive certain severance payments if the Company terminates his employment other than for cause (and not by
reason of his death or disability) or if Mr. Galvin terminates his employment for good reason, in any case, subject to his execution
and non-revocation of a general release of claims. These severance payments include (i) 24 months of base salary continuation,
(ii) any earned but unpaid annual bonus for the calendar year preceding the calendar year in which such termination of employment
occurs, (iii) a prorated annual bonus for the calendar year in which such termination of employment occurs, based on the number
of days of his employment during such calendar year, and assuming target performance for such calendar year, (iv) up to 18 months
of Company-subsidized COBRA continuation coverage, and (v) accelerated vesting of unvested equity awards as provided in the applicable
grant agreement and as otherwise provided in the employment agreement. In the event that Mr. Galvin’s employment with the
Company terminates under the circumstances described above but within 18 months after a “change in control” of the
Company (as defined in the employment agreement), then Mr. Galvin will be entitled to a lump sum payment equal to two times the
sum of (a) the annual base salary and (b) the average annual bonus paid to him for the two calendar years immediately prior to
such change in control (or, if such change in control occurs in 2018 or 2019, an amount equal to 100% of his annual base salary),
in addition to the other severance payments described in the foregoing clauses (ii), (iv) and (v). The employment agreement also
contains certain confidentiality, non-disparagement and cooperation obligations for an indefinite period of time, and certain non-competition
and non-solicitation obligations during employment and for 24 months thereafter.
F. Peter Cuneo
2018 Employment Agreements
As noted above, on June 15, 2018, the Board
appointed Mr. Cuneo to serve as Interim Chief Executive Officer of the Company. Mr. Cuneo remained the Executive Chairman of the
Company’s Board of Directors. In connection with his appointment as Interim Chief Executive Officer, on June 15, 2018, the
Company and Mr. Cuneo entered into the June 2018 Cuneo Employment Agreement.
Pursuant to the terms of the June 2018
Cuneo Employment Agreement (as amended), Mr. Cuneo received a monthly salary of $83,333 for the period beginning on June 15, 2018
and ending on October 15, 2018 (the date on which Mr. Galvin was hired by the Company).
On October 15, 2018, the June 2018 Cuneo
Employment Agreement was terminated in accordance with its terms in connection with the hiring of Mr. Galvin as the Chief Executive
Officer. As of October 15, 2018, Mr. Cuneo entered into a new employment agreement pursuant to which he retained his role as the
Company’s Executive Chairman through December 31, 2018.
Pursuant to the October 2018 Cuneo Employment
Agreement, Mr. Cuneo received a yearly salary equal to $440,000 ($36,367 per month) through the termination date of December 31,
2018. Following the termination of the October 2018 Cuneo Employment Agreement in accordance with its terms on December 31, 2018,
Mr. Cuneo resumed his role as Chairman of the Board of Directors.
Both the June 2018 Cuneo Employment Agreement
and the October 2018 Cuneo Employment Agreement contained confidentiality provisions for an indefinite period.
David K. Jones
2017 Executive Severance Plan
On January 24, 2017, Mr. Jones entered
into a participation agreement to the Executive Severance Plan, which was effective as of January 15, 2017 and superseded and replaced
his former employment agreement (except as noted herein). Pursuant to the terms of the participation agreement, Mr. Jones was subject
to the terms of the Executive Severance Plan generally applicable to all participants. The participation agreement provided for
Mr. Jones to be employed as our Executive Vice President and Chief Financial Officer. In addition, the participation agreement
entitled him to an annual base salary of $620,000 (subject to annual performance review), a target annual cash bonus opportunity
equal to 65% of his annual base salary (which actual cash bonus payment may be above or below such target based on actual performance
as determined by the Compensation Committee), a guaranteed minimum cash bonus of $250,000 for the 2017 calendar year (consistent
with the terms of his former employment agreement) and certain automobile benefits. Mr. Jones’s participation agreement also
provided that the terms governing the RSUs and PSUs granted to Mr. Jones in connection with his former employment agreement would
remain in force until such grants vest or are otherwise forfeited, and that any “change in control” which relates to
such RSUs and PSUs shall refer to the definition of “change in control” provided in his former employment agreement.