change of control, no provision is made for the assumption, continuation or
substitution of the PSUs on the same material terms, then as of the date of such change of control, the achievement of the performance goals shall be deemed satisfied based on the Company’s performance as of immediately prior to the change of
control, and the PSUs shall automatically vest to the extent the goals are satisfied.
Employment Agreements
Employment Agreement with Mr. Rebelez
Mr. Rebelez’s amended and restated employment agreement, dated July 25, 2022 (which
amends and restates his original employment agreement dated May 31, 2019 [the “Prior Agreement”]) (the “A&R Employment Agreement”), provides for his employment as President and CEO from July 24, 2022 through July 24, 2025, unless sooner
terminated as set forth therein. The term automatically renews for subsequent one-year terms, unless either Mr. Rebelez or the Company gives notice of non-renewal at least six months prior to the end of the then existing term. Mr. Rebelez is
entitled to (i) a base salary at an annual rate of at least $1,150,000, (ii) an annual target bonus opportunity equal to at least 150% of base salary, and (iii) an annual long-term incentive award with a target grant date value equal to at
least $6,125,000 of base salary.
The A&R Employment Agreement also amends the Prior Agreement to provide that upon
a termination of his employment by the Company without cause or due to his resignation with good reason (as defined in the A&R Employment Agreement), Mr. Rebelez will become entitled to (i) the severance benefits provided for under the
Prior Agreement (i.e., a lump-sum cash payment equal to 24 months’ base salary and, for 24 months following such termination, a monthly cash payment equal to Mr. Rebelez’s monthly COBRA premiums, in each case, subject to execution of a general
release and compliance with restrictive covenants; in the event of a termination within 24 months following a change of control, he will instead become eligible for the benefits set forth in his change of control agreement, as described below,
and applicable award agreements), (ii) a prorated portion of his target AIP for the fiscal year of such termination and (iii) accelerated vesting of a pro-rata portion of time-based RSUs granted pursuant to his annual LTIP award.
During Mr. Rebelez’s employment and for two years following termination thereof for
any reason, Mr. Rebelez will be subject to non-competition and employee and customer non-solicitation covenants. In the event Mr. Rebelez breaches the restrictive covenants, he will forfeit any outstanding equity awards and the unpaid portion
of any severance payments or benefits.
Employment Agreement with Mr. Bramlage
Mr. Bramlage’s employment agreement, dated May 12, 2020, provides for his employment
as CFO until terminated by either Mr. Bramlage or the Company as set forth therein. Mr. Bramlage is entitled to (i) a base salary at an annual rate of at least $675,000, (ii) an annual target bonus opportunity equal to at least 75% of base
salary, and (iii) an annual long-term incentive award with a target grant date value equal to at least 175% of base salary.
In the event of a termination of Mr. Bramlage’s employment by the Company without
cause or by Mr. Bramlage for good reason (as defined in his employment agreement), in each case, other than within 24 months following a change of control, the Company is obligated to pay Mr. Bramlage a cash severance payment equal to 18
months’ base salary and COBRA premiums, payable in equal installments over 18 months, subject to his execution of a general release and compliance with restrictive covenants. In addition, the special one-time equity award, made in conjunction
with Mr. Bramlage’s appointment as CFO, will continue to vest for 24 months following such termination, subject, in the case of the PSUs, to achievement of applicable performance goals. In the event of a termination within 24 months following a
change of control, Mr. Bramlage will instead become eligible for the benefits set forth in his change of control agreement, as described below, and applicable award agreements.
During Mr. Bramlage’s employment and for 18 months following termination thereof for
any reason, Mr. Bramlage will be subject to non-competition and employee and customer non-solicitation covenants. In the event Mr. Bramlage breaches the restrictive covenants, he will forfeit any outstanding equity awards and the unpaid portion
of any severance payments or benefits.
Employment Agreement with Ms. Williams
Mr. Williams’ employment agreement, dated May 8, 2020, provides for her employment as
COO until terminated by either Ms. Williams or the Company as set forth therein. Mr. Williams is entitled to (i) a base salary at an annual rate of at least $650,000, (ii) an annual target bonus opportunity equal to at least 75% of base salary,
and (iii) an annual long-term incentive award with a target grant date value equal to at least 175% of base salary.
In the event of a termination of Ms. Williams’ employment by the Company without
cause or by Ms. Williams for good reason (as defined in her employment agreement), in each case, other than within 24 months following a change of control, the Company is obligated to pay Ms. Williams a cash severance payment equal to 18
months’ base salary and COBRA premiums, payable in
