Ernexa Therapeutics Inc PRE 14A, filed Jun 21, 2021

Ernexa Therapeutics Inc. (ERNA)

PRE 14A 2021-06-21 For: 2021-08-20

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x	Preliminary Proxy Statement
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o	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

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The Annual Meeting is scheduled to be held exclusively by webcast as follows:

Date	Friday, August 20, 2021

Time	9 a.m., Eastern time

Meeting Webcast Address	*virtualshareholdermeeting.com/BTX2021*

	Page
2021 Proxy Summary	1
Questions and Answers About the Annual Meeting	8
Vote Required for Election or Approval	14
Corporate Governance	17
Recent Change in Control	17
Board of Directors Overview	18
Independence of Directors	18
Code of Business Conduct	19
Employee, Officer and Director Hedging	19
Board Oversight of Risk	20
Board Leadership Structure	20
Audit Committee	21
Compensation Committee	23
Compensation Committee Interlocks and Insider Participation	23
Nominating and Corporate Governance Committee	24
Certain Relationships and Related-Person Transactions	25
Director Compensation	26
Proposal 1 — Election of Directors	28
Director Qualifications	28
Information Concerning Nominees for Election as Directors	29
Proposal 2 — Ratification of Charter Amendment to Increase Authorized Common Stock	33
Background	33
Proposal 3 — Approval of the Restated 2020 Stock Incentive Plan	36
Shares Subject to 2020 Stock Incentive Plan	37
Key Features of Restated Plan	37
Summary of Restated Plan	37
Beneficial Ownership of Common Stock	44
Delinquent Section 16(a) Reports	45
Executive Officers	46
Executive Compensation	48
Compensation Processes and Procedures	48
Named Executive Officers	48
Named Executive Officer Compensation Overview	48
Summary Compensation Table	49
Narrative Explanation of the Summary Compensation Table	50
Outstanding Equity Awards at December 31, 2020	56
Equity Compensation Plan Information	57
Accounting Matters	58
Principal Independent Auditor Fees	58
Audit Committee Pre-Approval Policies and Procedures	58
Report of the Audit Committee	58
Communications with Directors	60
Stockholder Proposals for 2022 Annual Meeting	60
Delivery of Documents to Security Holders Sharing an Address	60
Other Matters	60
Appendix A. Ratification Resolutions of the Board	A-1
Appendix B. Sections 204 and 205 of the Delaware General Corporation Law	B-1
Appendix C. Brooklyn ImmunoTherapeutics, Inc. Restated 2020 Stock Incentive Plan	C-1
Appendix D. Rules of Conduct and Procedures for 2021 Annual Meeting of Stockholders	D-1

Time and Date	9 a.m., Eastern time, on August 20, 2021
Meeting Webcast Address	virtualshareholdermeeting.com/BTX2021
Record Date	5 p.m., Eastern time, on June 21, 2021
Voting	Stockholders will be entitled to one vote for each outstanding share of common stock that they hold of record as of the record date, subject to the limitations described under “—Explanation of Voting” below.
Total Votes Per Proposal	15,000,000 votes, based on the total number of shares of common stock authorized without giving effect to the certificate of amendment to our restated certificate of incorporation filed with the Delaware Secretary of State on March 25, 2021, or the Share Increase Amendment, which purported to increase the number of shares of authorized common stock and which is the subject of the vote described under “Proposal 2 — Ratification of Charter Amendment to Increase Authorized Common Stock.

Proposal	Board Recommendation
Election of directors	FOR each nominee
Ratification of filing and effectiveness of charter amendment to increase number of authorized shares of common stock	FOR
Approval of Restated 2020 Stock Incentive Plan	FOR

*Elections:*	Classified Board	No
	Frequency of Director Elections	Annual
	Voting Standard	Plurality
	Resignation Policy	No
	Mandatory Retirement Age or Tenure	No
*Chair:*	Separate Chair of the Board and CEO	Yes
	Robust Responsibilities and Duties Assigned to Independent Chair	Yes
*Meetings:*	Independent Directors Meet Without Management Present	Yes
*Director Status:*	Directors Overboarded per ISS or Glass Lewis Voting Guidelines	None
	Standing Board Committee Membership Independence	100%
	Board Oversight of Company Strategy and Risk	Yes
	Shares Pledged by Directors	None
*Shareholder Rights:*	Cumulative Voting	No
	Proxy Access Bylaw	Yes

Key Amended Plan Provision	Summary Description
Shares reserved	The sum of (a) 8,484,936 shares and (b) an annual increase on January 1 of each year beginning in 2022 and ending in (and including) 2031 equal to the lesser of (i) 5% of the shares of Common Stock outstanding (on an as‑converted basis) on December 31 of the immediately preceding year and (ii) such smaller number of shares of Common Stock as may be determined by the board.
Multiple award types	Various types of awards may be granted as compensation tools to motivate our workforce, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, and other types of share and cash-based awards.
Maximum award terms	Awards may have terms of up to 10 years.
No repricing	Awards may not be repriced without stockholder approval.
No transferability	Awards generally may not be transferred, except by will or laws of descent and distribution.

A:	Proposal	Election of the following five director nominees:

		·	Charles Cherington	·	Howard J. Federoff	·	Luba Greenwood

		·	Dennis H. Langer	·	Erich Mohr

	Proposal	Ratification of a charter amendment to increase the number of authorized common stock.

	Proposal	Approval of Restated 2020 Stock Incentive Plan.

·	Via the Internet:	You may submit a proxy via the Internet by going to proxyvote.com, in accordance with the voting instructions on the Notice of Internet Availability or proxy card. You may submit a proxy by Internet 24 hours a day until 11:59 p.m., Eastern time, on August 19, 2021. You will be given the opportunity to confirm that your instructions have been recorded properly.

·	By Telephone:	You may submit a proxy by calling +1.800.690.6903 and following the instructions provided on the telephone line. You may submit a proxy by telephone 24 hours a day until 11:59 p.m., Eastern time, on August 19, 2021. Easy-to-follow voice prompts will allow you to submit your voting instructions and confirm that your instructions have been recorded properly.

·	By Mail:	If you obtain a proxy card by mail, you may submit your voting instructions by returning the completed and signed proxy card in a postage-paid return envelope that will be provided with the proxy card.

·	Via the Internet:	You may submit a proxy via the Internet by going to proxyvote.com, in accordance with the voting instructions on the Notice of Internet Availability or proxy card. You may submit a proxy by Internet 24 hours a day until 11:59 p.m., Eastern time, on August 19, 2021. You will be given the opportunity to confirm that your instructions have been recorded properly.

·	By Telephone:	You may submit a proxy by calling +1.800.690.6903 and following the instructions provided on the telephone line. You may submit a proxy by telephone 24 hours a day until 11:59 p.m., Eastern time, on August 19, 2021. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been recorded properly.

	•	prior to the Merger, (a) a reverse stock split of common stock at a ratio of one-for-two, which we refer to as the Reverse Split, and (b) an increase in the number of authorized shares of common stock from 15,000,000 to 100,000,000; and

	•	following the Merger, a change in our corporate name from “NTN Buzztime, Inc.” to “Brooklyn ImmunoTherapeutics, Inc.”

	•	41,506,031 shares of common stock, of which 96.37% were held by the former members of Brooklyn LLC and Maxim Group LLC, which received shares as compensation for serving as Brooklyn LLC’s financial advisor in connection with the Merger, and 3.63% were held by holders of common stock as of immediately prior to the Merger;

	•	156,112 shares of our Series A 10% convertible preferred stock, which were convertible into approximately 42,027 shares of common stock and which continued to be owned by their holders as of immediately before the Merger; and

	•	stock options to purchase an aggregate of 13,020 shares of common stock.

	•	the size of the board of directors, was increased from four to five directors;

	•	on March 25, 2021, the board appointed as directors, effective as of immediately after the Merger, the following designees of Brooklyn LLC: Charles Cherington, George P. Denny III, Luba Greenwood, Yiannis Monovoukas and Nicholas J. Singer; and

	•	each of Michael Gottlieb, Susan Miller, Richard Simtob and Allen Wolff, who constituted all of our directors prior to the Merger, resigned from the board effective as of immediately prior to the Merger on March 25, 2021.

	·	selecting, retaining, compensating, overseeing and terminating, if necessary, an independent registered public accounting firm to serve as our independent auditor;

	·	selecting, retaining, compensating, overseeing and terminating, if necessary, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services;

	·	ensuring the receipt from the independent auditors of and evaluating the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board, or PCAOB, regarding the independent auditor’s communications with the Committee concerning independence;

	·	discussing with the independent auditor other matters required to be discussed under the standards of the PCAOB;

	·	instructing management, the independent auditor and the internal auditor (if any) that the audit committee expects to be informed if there are any subjects that require special attention or if any significant deficiencies or material weaknesses to the system of internal control over financial reporting are identified;

	·	reviewing with management and the independent auditor any material changes to the system of internal control over financial reporting;

	·	instructing the independent auditor to report to the audit committee as to (a) all critical accounting policies, (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative treatments (and the related disclosure) and the treatment preferred by the independent auditor, and (c) other material written communication between the independent auditor and management, and discussing these matters with the independent auditor and management;

	·	meeting with management and the independent auditor, together and separately, to discuss the annual financial statements and the report of the independent auditor thereon, and to discuss significant issues encountered in the course of the audit work;

	·	reviewing and discussing with management and the independent auditor management’s report on internal control over financial reporting, and, if applicable, the independent auditor’s audit of the effectiveness of internal control over financial reporting and its attestation report, if required, and recommending to the board of directors that the annual financial statements be included in the Form 10-K.

	·	meeting quarterly with management and the independent auditor to discuss the quarterly financial statements prior to the filing of the Form 10-Q;

	·	reviewing and discussing with management the philosophy around providing financial guidance to shareholders, financial analysts, rating agencies and/or other third parties;

	·	reviewing the management letter delivered by the independent auditor in connection with the audit;

	·	meeting at least once each year in separate executive sessions with management, the internal auditor, if any, and the independent auditor to discuss matters that any of them or the audit committee believes could significantly affect the financial statements and should be discussed privately;

	·	reviewing significant changes in accounting principles and practices proposed by the independent auditor, the internal auditor, if any, or management;

	·	reviewing the scope and results of internal audits, if any;

	·	evaluating the performance of the internal auditor, if any, and, if so determined by the audit committee, recommend replacement of the internal auditor;


	·	if there is an internal auditor, obtaining and reviewing periodic reports on the internal auditor’s significant recommendations to management and management’s responses;

	·	conducting or authorizing such inquiries into matters within the audit committee’s scope of responsibility as the audit committee deems appropriate;

	·	reporting to the board on any significant matters regarding its actions and making recommendations to the board as appropriate;

	·	at least annually, reviewing and reassess the audit committee charter;

	·	preparing the audit committee report required by to be included in the annual proxy statement;

	·	establishing a procedure for receipt, retention and treatment of any complaints received by about our accounting, internal accounting controls or auditing matters and for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters and investigating any matter brought to its attention related to financial, accounting and audit matters and, to the extent it deems necessary or advisable in connection therewith, reviewing any books and records and interview any personnel;

	·	approving, in advance of their performance, all audit and permitted non-audit and tax services to be provided by the independent auditor or other registered public accounting firm; and

	·	reviewing, approving and overseeing any transaction with a related person (as defined in Item 404 of Regulation S-K of the SEC) and to develop policies and procedures for the audit committee’s approval of such transactions.

Position	Retainer
Non-Employee Directors	$25,000
Independent Chair of the Board	20,000
Audit Committee Chair	10,000
Other Audit Committee Members	5,000
Nominating and Corporate Governance/Compensation Committee Chair	10,000
Other Nominating and Corporate Governance/Compensation Committee Members	5,000

Director	Fees Earned or Paid in Cash($)	Option Awards($)(1)	All Other Compensation($)	Total($)
Richard Simtob(2)(3)	$40,000	—	—	$40,000
Susan Miller(3)	35,000	—	—	35,000
Michael Gottlieb(3)	25,000	—	—	25,000
Gregory Thomas(4)	20,000	—	—	20,000

	Director		# of Shares Subject to Outstanding Options
	Richard Simtob		1,400
	Susan Miller		600
	Michael Gottlieb		600

(2)	Chair of a board committee during 2020.

(3)	Resigned from the board effective March 25, 2021.

(4)	Resigned from the board effective April 30, 2020.

	·	the individual’s ability to apply fair and independent judgment in a business situation and the ability to represent the interests of all our stockholders and constituencies;

	·	whether the individual is free of any conflicts of interest that would interfere with his or her loyalty to us or to our stockholders;

	·	whether the individual would qualify as an independent director; no individual will qualify as “independent;”

	·	depth and breadth of relevant business experience, judgment and savvy;

	·	age and gender diversity;

	·	existing commitments to other businesses and willingness to devote adequate time to board duties;

	·	potential conflicts of interest with other pursuits;

	·	personal background, including past involvement in SEC inquiries, legal proceedings, criminal record, or involvement in acts of fraud or dishonesty;

	·	accounting, financial reporting and internal control systems knowledge and experience;

	·	executive compensation and/or corporate governance background; and

	·	interplay of candidate’s experience and skills with those of other board members.

	·	the nominee’s professional experience for at least the past five years;

	·	the year in which the nominee first became one of our directors;

	·	each committee of the board of directors on which the nominee currently serves;

	·	the nominee’s age as of the record date for the Annual Meeting;

	·	the relevant skills the nominee possesses that qualify him or her for nomination to the board; and

	·	directorships held by each nominee presently and at any time during the past five years at any public company or registered investment company.

	CHARLES CHERINGTON Age: 57 Board Service · Tenure: Since March 2021 · Chair of the Board · Committees: ○ Audit ○ Compensation ○ Nominating and Corporate Governance INDEPENDENT		HOWARD FEDEROFF Age: 68 Board Service · Tenure: Since April 2021

Professional Experience · Served as one of our directors since March 2021. · Board of Managers of Brooklyn ImmunoTherapeutics, LLC since 2018. · Co-Founder and Managing Partner of Ara Partners, a global private equity firm focused on industrial decarbonization investments, since 2017. · Co-Founder and Managing Partner of Intervale Capital, a middle-market private equity firm focused on investments in energy and infrastructure sectors, from 2006 to 2017. · Founder and Sole Partner of Cherington Capital, a private equity firm, from 2002 to 2006. · Co-Founder and Partner of Paratus Capital Management LLC, a venture capital firm, from 1999 to 2004. · Prior to 1999, Mr. Cherington served in various positions with Lochridge & Company, Inc., a business management consulting firm, and as an investment banker for Credit Suisse First Boston.		Professional Experience · Chief Executive Officer, President and one of our directors since April 2021. · Senior Adviser from January 2021 to April 2021 and as Chief Executive Officer from August 2019 to December 2020 at Aspen Neuroscience, Inc., a biotechnology company developing an autologous neuron replacement program for Parkinson’s disease, as. · Professor of Neurology at the University of California, Irvine, School of Medicine from 2015 to April 2021. · Vice Chancellor for Health Affairs and Chief Executive Officer of the UC Irvine Health System from January 2016 to February 2018 and Vice Chancellor for Health Affairs and Interim Chief Executive Officer of the UC Irvine Health System and Dean of the University of California, Irvine, School of Medicine from June 2015 to January 2016. · Executive Vice President for Health Sciences and Executive Dean of the School of Medicine at Georgetown University from 2007 to 2015. · Has chaired the Recombinant DNA Advisory Committee of the National Institute of Health, the National Heart, Lung, and Blood Institute Gene Therapy Group, and the Board of the Association of Academic Health Centers. · Elected Fellow of the American Association for the Advancement of Science and the National Academy of Inventors.
Education · B.A. in History from Wesleyan University and M.B.A. from University of Chicago.		Education · Ph.D. in Biochemistry and M.D. from Albert Einstein College of Medicine of Yeshiva University.
Relevant Skills · Finance · Leadership · Industry		Relevant Skills · Industry · Education · Innovation

	ERICH MOHR Age: 66 Brooklyn ImmunoTherapeutics Board Service · Tenure: < 1 month (May 2021) · Committees: ○ Audit ○ Nominating and Corporate Governance (Chair) INDEPENDENT

Professional Experience · Served as one of our directors since May 2021. · Chairman of Oak Bay Biosciences Inc., a developmental biotechnology company focused on treatments for Stargardt disease, since November 2020. · Founder, Chairman and Chief Executive Officer of MedGenesis Therapeutix Inc., a biopharmaceutical company that commercializes treatments for Parkinson’s disease, since 2006. · From 2002 to 2005, served as the Executive Vice President and Chief Scientific Officer of PRA International, a clinical research organization that provided drug development services to pharmaceutical and biotechnology companies. · Founder, Chairman and Chief Executive Officer of CroMedica International from 1995 to 2002, which later merged with PRA International. Education · B.A. and B.Sc. from University of the Pacific and MSc and Ph.D from University of Victoria, British Columbia, Canada.
Relevant Skills · Industry · Leadership · Innovation

	●	the Share Increase Amendment is void or voidable due to a failure of authorization or

	●	the Delaware Court of Chancery shall make such orders regarding the ratification as it deems necessary, including that the Share Increase Amendment not be effective or be effective only on certain conditions,

must be brought within 120 days from the effectiveness of the filing of the Certificate of Validation with the Delaware Secretary of State. We intend to file the Certificate of Validation with the Delaware Secretary of State promptly following the Annual Meeting if Proposal 2 is approved and for the Certificate of Validation to become effective upon filing.

	·	The number of shares of common stock currently reserved under the Restated Plan would be increased by 5,116,132, from 3,368,804 shares to 8,484,936 shares. In connection with this increase, the number of shares of common stock available for issuance pursuant to incentive stock options, or ISOs, under Section 422 of the Internal Revenue Code of 1986, or the Code, would be increased by the same number.

	·	On January 1 of each year from 2022 through 2031, the number of shares of common stock reserved under the Restated Plan would increase by the lesser of (a) 5% of the number of shares of common stock outstanding on the immediately preceding December 31 and (b) such smaller number of shares of common stock as may be determined by the board. The shares of common stock available for issuance pursuant to ISOs would correspondingly increase each year, subject to any restrictions under the Code.

	·	Shares available. The total number of shares of common stock that may be initially issued pursuant to awards granted under the Restated Plan will be equal to the sum of (a) 8,484,936 and (b) an annual increase on January 1 of each year from 2022 through 2031 equal to the lesser of (i) 5% of the number of shares of common stock outstanding on the immediately preceding December 31 and (ii) such smaller number of shares of common stock as may be determined by the board of directors.

	·	Limitation on terms of stock options and stock appreciation rights. The maximum term of each stock option and stock appreciation right, or SAR, will be ten years.

	·	No repricing or grant of discounted stock options. The Restated Plan will not permit the repricing of options or SARs. The Restated Plan will prohibit the granting of stock options or SARs with an exercise price less than the fair market value of the common stock on the date of grant.

	·	No liberal share recycling. Shares of common stock subject to an award that is cancelled, forfeited or terminated in order to pay the exercise price of a stock option, purchase price or any taxes or tax withholdings on an award will not be available for future awards granted under the Restated Plan.

	·	No single-trigger acceleration. Under the Restated Plan, we will not automatically accelerate vesting of awards in connection with a change in control of our company.

	·	the excess of the fair market value on the exercise date of one share of common stock over the exercise price, multiplied by

	·	the number of shares of common stock covered by the SAR.

	·	each person known to us to be the beneficial owner of more than five percent of the then-outstanding common stock;

	·	each director and NEO; and

	·	all of our directors and executive officers as a group.

*	Less than 1%.
(1)	Percentage of total voting power with respect to all shares of common stock and securities convertible into common stock, voting as a single class. Series A 10% convertible preferred stock generally does not have voting rights.

Name	Age	Positions and Business Experience	Year First Elected Officer
Howard J. Federoff	68	Please see “Proposal 1. Election of Directors—Information Concerning Nominees for Election as Directors.”	2021
Ronald Guido	62	Chief Development Officer of Brooklyn ImmunoTherapeutics, Inc. since March 25, 2021 and of Brooklyn LLC from December 2020 to March 25, 2021; Interim Chief Executive Officer of Brooklyn ImmunoTherapeutics, Inc. from March 25, 2021 to April 2021) and of Brooklyn LLC from December 2020 to March 25, 2021; Chief Executive Officer of Brooklyn LLC from May 2020 to December 2020; Executive Vice-President, Regulatory Affairs and Quality for Brooklyn LLC (and its predecessor, IRX Therapeutics, Inc.) from January 2017 to December 2020; Senior Vice-President Global Regulator and Chief Compliance Officer of Veloxis Pharmaceuticals A/S from 2015 to December 2016; current lecturer in Biology in The Masters of Biotechnology Program at Columbia University; received M.S. in Technical Communications from Polytechnic University and M.S. in Pharmaceutical Medicine from Hibernia College.	2021
Lynn Sadowski Mason	42	Executive Vice President, Clinical Operations of Brooklyn ImmunoTherapeutics, Inc. from December 2019 to March 25, 2021 and of Brooklyn LLC since March 25, 2021; Vice President, Clinical Operations of Brooklyn LLC. (and its predecessor, IRX Therapeutics, Inc.) from November 2018 to December 2019; Senior Director, Clinical Operations of Brooklyn LLC (and its predecessor, IRX Therapeutics, Inc.) from June 2017 to November 2018; Director, Global Clinical Operations and Strategy of Bristol-Myers Squibb Company from 2015 to May 2017; Associate Director, Regional Clinical Operations Subregion Manager of Bristol-Myers Squibb Company from 2013 to 2015 at various positions at Bristol-Myers Squibb Company from 2005 to 2013; received B.S. in Biology and Pre-Medicine from Indiana University and M.S. in Regulatory Affairs at Massachusetts College of Pharmacy and Health Sciences.	2021

Name		Title
Allen Wolff		Chief Executive Officer
Sandra Gurrola		Senior Vice President of Finance

Name and Principal Position	Year	Salary($)	Bonus($)		Stock Awards ($)(1)	Non-equity Incentive Plan Compensation ($)(2)	Total($)
Allen Wolff	2020	$322,213	$19,591	(3)	$202,250	$49,985	$594,040
Former Chief Executive Officer	2019	265,000	—		37,200	—	302,200
Sandra Gurrola	2020	190,000	110,833	(4)	60,750	12,663	374,246
Former Senior Vice President of Finance	2019	179,356	—		26,040	—	205,396

(1)	The amounts reported in this column represent the aggregate grant date fair value of stock awards granted during the applicable year. These amounts were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, except that any estimate of forfeitures was disregarded. For a description of the assumptions used in computing the dollar amount recognized for financial statement reporting purposes with respect to the stock awards granted during 2020 and 2019, see Note 13, Shareholders’ Equity, in the notes to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 11, 2021. The dollar amount recognized for financial statement reporting purposes with respect to the stock awards granted during 2020 is based on the quoted market price of the stock at the measurement date, which is the grant date, and consists of, with respect to Mr. Wolff, a 75,000 stock unit award granted to him in January 2020 and $20,000 he earned under the 2019 Interim CEO Performance Incentive Plan that was paid to him in March 2020 in 9,506 shares of common stock, and with respect to Ms. Gurrola, a 25,000 stock unit award granted to her in January 2020. For additional information regarding such compensation, see the discussion under “—Narrative Explanation of the Summary Compensation Table—2019 Interim CEO Performance Incentive Plan” and “—Narrative Explanation of the Summary Compensation Table—Employment Agreements with Named Executive Officers.”
(2)	Represents performance bonuses earned by the applicable named executive officer for 2020 based on our achievement of performance objectives, as determined by the nominating and corporate governance/compensation committee. For additional information regarding 2020 performance bonuses, see the discussion under the caption entitled “—Narrative Explanation of the Summary Compensation Table—2020 Incentive Plan.”
(3)	Represents a cash retention bonus that was paid in shares of common stock to help us conserve cash. For additional information, see the discussion under the caption “Stay Bonus” in “Employment Agreements with Named Executive Officers—Allen Wolff.”
(4)	Represents a cash retention bonus. For additional information, see the discussion of our retention bonus and general release of all claims agreement with Ms. Gurrola described under “Employment Agreements with Named Executive Officers—Sandra Gurrola.”

Name		Target Payment Amount
Allen Wolff		$150,000
Sandra Gurrola		$38,000