Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
Former Chief Accounting Officer Consulting Agreement
On
The foregoing description is qualified in its entirety by reference to the
Palomba Consulting Agreement, which will be filed with the Company's Quarterly
Report on Form 10-Q for the quarter ending
Executive Employment Agreements
The Board of Directors of the Company or its delegated committee periodically
reviews the terms of the Company's employment agreements with its executive
officers and, if applicable, authorizes the Company to enter into new employment
agreements with such officers. On
Each Employment Agreement is for a three-year term that begins on
Each Employment Agreement also provides that during the applicable executive officer's employment with the Company, such executive officer may be granted options to purchase shares of Company common stock, restricted stock units, performance stock units, or other equity awards under the Company's 2016 Equity Incentive Plan.
Each Employment Agreement also provides that the applicable executive officer is entitled to severance benefits in the event of termination of such executive officer's employment by the Company without cause or such executive officer's resignation of employment for good reason, including (i) a lump sum payment equal to twelve months of base salary for each executive officer; (ii) either (a) if the termination date is on or after the payment date of the prior fiscal year bonus, then a prorated portion of the bonus such executive officer would have received for the fiscal year during which termination occurs, except that such bonus will not be prorated if the termination of employment occurs after the seventh month of the fiscal year, or (b) if the termination date is before the payment of the prior fiscal year bonus, then the bonus such executive officer would have received for the prior fiscal year; (iii) reimbursement of insurance premiums payable to retain group health coverage as of the termination date for such executive officer and his or her eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985 for twelve months, or until such executive officer becomes eligible to be covered under the group health plan of a new employer during such twelve month period, if applicable; (iv) payment for outplacement services in accordance with the Company's then-current policies and practices with respect to outplacement assistance for other executives for up to twelve months; and (v) other customary benefits. In the event of termination of employment
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because of death or incapacity, each executive officer's Employment Agreement
provides for six months of accelerated vesting of such executive officer's
then-outstanding equity awards, except
The benefits and payments described above may be subject to a delay of up to six months, as necessary to avoid the imposition of additional tax under Section 409A of the Internal Revenue Code (the "Code"). In addition, if any payments or benefits payable to the executive officers under their respective Employment Agreements would be subject to the excise tax provided under Section 4999 of the Code, then such payments or benefits will be reduced to the extent necessary to ensure that no amount will be subject to such excise tax; provided, however, that a reduction will be made only if, as a result of such reduction, the Executive Officer's net after-tax benefit exceeds the net after-tax benefit such executive officer would realize if the reduction were not made.
The foregoing description is qualified in its entirety by reference to the
Employment Agreements with each named executive officer, which will be filed
with the Company's Quarterly Report on Form 10-Q for the quarter ending
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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