In the event that Mr. Guido’s employment is terminated as a result of his (i) death, (ii) disability, (iii) resignation, (iv) termination for Cause, or (v) any other termination of your employment that is not otherwise defined in his employment agreement, Mr. Guido will be entitled to his base salary through the last day of his employment, plus expenses, but will not be entitled to any severance payments.
Effective December 31, 2021, Mr. Guido resigned as an employee. Upon the effective date of his resignation, we entered into a one-year consulting agreement with Mr. Guido to provide certain advisory or transition-related services not to exceed 10 hours per week at a rate of $200 per hour. Upon satisfactory completion of services, we will pay Mr. Guido a completion bonus of $20,000 no later than 30 days after the completion of such services.
Allen Wolff
We entered into an employment agreement with Allen Wolff dated March 19, 2018, which was amended in each of September 2019, January 2020, March 2020 and September 2020. Mr. Wolff's employment was terminated on March 25, 2021 upon completion of the reverse merger with NTN. The following is a summary of the material terms of the employment agreement, as amended.
Mr. Wolff's base salary was $325,000 and could increase to $350,000 effective July 1, 2021. However, in an effort to help preserve cash, up to 20% of Mr. Wolff's base salary could be paid in shares of common stock at Mr. Wolff's discretion. Mr. Wolff elected to receive 20% of his base salary in shares of common stock from January 2020 through March 2020.
The target payout amount of Mr. Wolff's incentive performance-based bonus for 2020 was $150,000. See “ Narrative Explanation of the Summary Compensation Table 2020 Incentive Plan” above for additional information.
Mr. Wolff was entitled to receive a $30,000 cash bonus if he were to remain employed with us for at least 180 days from September 17, 2019, the date on which he was appointed as Interim Chief Executive Officer. To preserve cash, we agreed to issue to him a number of shares of common stock equal to a pro rata amount of the $30,000 bonus (determined by multiplying $30,000 by a fraction, the numerator of which was the number of days lapsed between September 17, 2019 and January 14, 2020, the effective date of the amendment to his employment agreement appointing him as Chief Executive Officer, and the denominator of which was 180) divided by the closing price of common stock on January 14, 2020. As a result, we issued 5,102 shares of common stock to Mr. Wolff in respect of this bonus, the value of which was net of withholding taxes on the amount of bonus earned. The value of these shares issued is reflected in Mr. Wolff's 2020 compensation in the “Bonus” column in the Summary Compensation Table above.
Under the terms of the amendment to his employment agreement we entered into with Mr. Wolff in September 2020, if Mr. Wolff were to be continuously employed by us through the consummation of a change in control (as defined in his employment agreement) and such transaction were to be consummated before March 31, 2021, then he would be eligible to receive a cash bonus of $162,500, subject to tax withholding and other authorized deductions and subject to his delivering a general release of claims in our favor, and we would be obligated to pay his COBRA premiums for up to six months following the termination of his employment with us or, if earlier, until he becomes eligible for medical insurance coverage in connection with new employment. Mr. Wolff agreed that he would not be eligible for his severance payments or benefits under the terms of his employment agreement upon the consummation of a qualifying change in control because his employment with us would automatically terminate upon the consummation of such qualifying change in control due to his resignation without good reason.
Under the terms of his employment agreement, in January 2020 Mr. Wolff was granted a stock unit award of 75,000 shares of common stock. The award was made under, and was subject to, our 2019 Performance Incentive Plan and vested quarterly beginning three months after the grant date, subject to Mr. Wolff's continued service with us as of the applicable vesting date.
Andrew Jackson
We entered into an employment agreement, dated as of May 10, 2022, with Andrew Jackson with respect to his employment as our Chief Financial Officer. The employment agreement provides for our at-will employment of Mr. Jackson as our Chief Financial Officer for a term commencing on May 31, 2022 and continuing until terminated by us or Mr. Jackson.
Under the terms of the employment agreement, we will pay Mr. Jackson an annual base salary of $415,000, which amount is subject to periodic review by the Board or the Compensation Committee.
