Carl Merton
On July 26, 2021, the Company entered into an employment agreement
with Mr. Merton, effective as of May 1, 2021, with an annual base salary of CAD $475,000. On July 26, 2022, Mr. Merton’s annual base salary was increased to CAD $508,250 for Fiscal Year 2023. Mr. Merton’s employment with the Company is at-will
and will continue until terminated in accordance with the terms of his employment agreement. The annual base salary is subject to annual review and adjustment by the Compensation Committee.
During the employment period, Mr. Merton will be entitled to
participate in the Company’s annual bonus plan at an annual target bonus opportunity of 100% of his annual base salary, subject to the achievement of performance goals to be established by the Compensation Committee. For the Fiscal Year 2023,
the Compensation Committee determined Mr. Merton’s annual cash bonus to be CAD $152,500, or 30% of his target amount.
In addition, Mr. Merton is entitled to participate in the 2018 Equity
Plan and is eligible to earn annual long-term incentive awards as a percentage of his base salary on the grant date of such awards, at a “target” amount equal to 175% of his base salary, with such performance metrics to be determined by the
Board. For Fiscal Year 2023, the Compensation Committee determined Mr. Merton’s annual RSU equity grant to be 348,954 RSUs. Mr. Merton is also eligible to participate in the Company’s employee benefit plans and programs, and to receive a
Company-expensed smartphone and phone plan as well as other fringe benefits made available to similarly situated executive officers.
In connection with the entry into his employment agreement, on
July 26, 2021, Mr. Merton received a one-time equity grant having an aggregate value as of the July 26, 2021 grant date equal to $2,000,000, which was divided equally into 48,662 PSUs, 48,661 RSUs and 48,662 Synergy Equity Awards, calculated
using the closing price of the Company’s Common Stock on the grant date. In addition, Mr. Merton received an annual grant of 32,694 RSUs long-term incentive awards under the 2018 Equity Plan for the Fiscal Year 2022.
Upon voluntary or involuntary termination of Mr. Merton’s employment,
whether with or without “cause” or “good reason” (including termination due to death or disability), he will be entitled to payment of any accrued but unpaid base salary, any incurred but unreimbursed business expenses, and any benefits earned,
accrued and due under any qualified retirement plan or health and welfare benefit plan (the “Guaranteed Payments”). In addition, all time-based equity awards then-held by the executive
will be subject to accelerated vesting upon termination without “cause” or for “good reason.”
In addition to the Guaranteed Payments, he is eligible to receive
severance compensation upon an involuntary termination of employment without “cause” or a voluntary termination of employment for “good reason” (in each case, as defined in his employment agreement), subject to the executive executing and not
rescinding a customary release in a form acceptable to the Company. If such termination does not occur within twelve months after a “change of control,” Mr. Merton will be entitled to cash severance in the sum of 12-months’ of his then-base
salary, plus a pro rata performance bonus at target. If such termination does occur within twelve months after a “change of control,” Mr. Merton will be entitled to cash severance in the sum of 24-months’ of his then-base salary, plus two times
(2x) his performance bonus at target, plus a pro rata performance bonus at target. In addition, all equity awards then-held by the executive will be subject to accelerated vesting upon the executive’s death or termination without “cause” or for
“good reason” following a “change of control.” Subject to timely election, Mr. Merton will be entitled to participate in the continuation of healthcare coverage for up to 12 months immediately following a termination without “cause” or for
“good reason.”
Mr. Merton is subject to customary obligations regarding
confidentiality, intellectual property, and post-termination cooperation and will be restricted from competing against the Company or soliciting the Company’s employees, customers or business relationships for a period of twelve months
following termination of employment.
Denise Faltischek
On July 26, 2021, the Company entered into an employment agreement
with Ms. Faltischek, effective as of May 1, 2021, with an annual base salary of $500,000. On July 26, 2022, Ms. Faltischek’s annual base salary was increased to $550,000 for Fiscal Year 2023. Ms. Faltischek’s employment with the Company is
at-will and will continue until terminated in accordance with the terms of her employment agreement. The annual base salary is subject to annual review and adjustment by the Compensation Committee.
