Severance Plan Participation Agreement
On December 30, 2016, Mr. Schaefer entered
into a participation agreement to the Executive Severance Plan, which was effective as of January 1, 2017 and supersedes and replaces
his former employment agreement. Pursuant to the terms of the participation agreement, Mr. Schaefer is subject to the terms of
the Executive Severance Plan generally applicable to all participants. The participation agreement provides for Mr. Schaefer to
be employed as our Executive Vice President and General Counsel. In addition, the participation agreement entitles him to an annual
base salary of $500,000 (subject to annual performance review), a target annual cash bonus opportunity equal to sixty-five percent
(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), and certain automobile benefits.
John N. Haugh
2016 Employment Agreement
On February 18, 2016, we entered into an
employment agreement with Mr. John N. Haugh that provided for the employment of Mr. Haugh as our President as of February 23, 2016
(the “Commencement Date”) and as our President and Chief Executive Officer commencing April 1, 2016 and continuing
until February 23, 2019 (the “Term”).
Pursuant to the employment agreement, Mr.
Haugh was entitled to an annual base salary of not less than $1,000,000.
Under the employment agreement, Mr. Haugh
was entitled to participate in our executive bonus program and was eligible to receive annual target bonuses of up to 100% of his
base salary, with increases of up to a maximum of 200% of his base salary. Mr. Haugh was also entitled to various benefits, including
benefits available to our other senior executives and certain expenses for his relocation to the New York metropolitan area, up
to a maximum of $300,000.
The employment agreement with Mr. Haugh
also contained confidentiality, non-disparagement and cooperation provisions for an indefinite period, and non-competition and
non-solicitation provisions during employment and for twenty-four (24) months thereafter.
In connection with Mr. Haugh’s departure
from the Company on June 15, 2018, he executed a general release of claims in favor of the Company, its affiliates and other related
parties. In consideration for the release, Mr. Haugh became entitled to receive the following severance benefits under his former
employment agreement with the Company: (a) $2,000,000, representing an amount equal to two times his base salary, which amount
is payable in equal installments during the 24-month period following the departure date; (b) a pro rata portion of his annual
bonus for 2018 based on actual results for such year, payable at such time as bonuses for 2018 are paid to our executives generally,
which the Composition Committee determined to be $0.00; and (c) subject to his timely election of continuation coverage under COBRA
with respect to our group health insurance plans in which he participated immediately prior to his departure and further subject
to his continued payment of premiums for such plans at the “active employee” rate, COBRA continuation coverage for
up to 18 months following such departure. Additionally, upon his departure, in exchange for his release of claims, Mr. Haugh remained
eligible to vest in the following equity awards that were unvested at the time of his departure: (i) 65,015 PSUs, which represent
one-third of the 2017 LTIP PSUs that he would remain eligible to earn through the end of the three-year performance period from
January 1, 2017 through December 31, 2019, assuming that target PSUs (i.e., 195,045) will be earned with respect to such performance
period; (ii) 181,057 PSUs, which represent the 2016 LTIP PSUs that have been or would be converted to time-based RSUs as of December
31, 2017 based on actual performance, with such time-based RSUs to be settled on December 31, 2018, provided that Mr. Haugh has
continuously complied with the restrictive covenants set forth in his former employment agreement; and (iii) 82,108 RSUs, which
represent the make-whole RSUs granted to Mr. Haugh in connection with the commencement of his employment with respect to which
the underlying shares of our Common Stock would be delivered on the original vesting date (i.e., February 22, 2019), provided Mr.
Haugh has continuously complied with the restrictive covenants set forth in his former employment agreement.