Item 1.01 Entry into a Material Definitive Agreement.
(a)
Gregory A. Trojan Consulting Agreement
As previously announced, effective
as Chief Executive Officer of
to the terms of his employment agreement, he remained an employee through
Consulting Agreement with
non-employee director fees to which he is entitled as a non-employee director,
he will receive a consulting fee of
may be mutually agreed. In the event that such services are expected to exceed
more than four hours per month, an appropriate daily fee will be negotiated. The
Company also agreed to provide
health insurance coverage (or continuation coverage under COBRA) until the
termination of the Consulting Agreement or, other than in the case of his
voluntary resignation from the Board or his termination of the Consulting
Agreement, until
The Consulting Agreement shall remain in effect until the earlier of (i)
voluntary resignation by
thirty (30) days following delivery of notice of termination by
the Company, (iii) immediately upon
Trojan
prior to
Finally, with respect to any outstanding options granted to
to the end of the term of such options (i.e. 10 years following the grant date),
and (ii) agreed to accelerate vesting of such options in full in the event of
Change in Director Compensation
In the fourth quarter of 2021, the Compensation Committee of the Board of
Directors conducted its periodic review of non-employee director compensation.
Effective
the Compensation Committee and its compensation consultant, approved the
following amended compensation for non-employee directors:
· an annual cash retainer of
· an additional annual cash retainer of
Committee,
in quarterly installments;
· an additional annual cash retainer of
respectively, for the chairs of the Audit Committee, Compensation
Committee, and
quarterly installments;
· an additional annual cash retainer of
Director, payable in quarterly installments;
· an additional annual cash retainer of
Chairman of the Board, payable in quarterly installments;
· an annual restricted stock unit award of
value on the date of grant, which vest ratably over a three-year
period from the date of grant.
Gerald W. Deitchle Consulting Agreement
Effective
Deitchle
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) See disclosure in Item 1.01 above with respect to the Company's Consulting
Agreement with
Item 9.01 Exhibits.
Exhibit No. Description
10.1 Consulting Agreement, dated
and
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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