Letter Agreements
On November 3, 2014, the Company entered into a Letter Agreement with Michael R. McElwrath, the Company’s Chief Executive Officer (the “McElwrath Letter Agreement) and a Letter Agreement with Jennifer D. Whitley, the Company’s Chief Financial Officer (the “Whitley Letter Agreement”).
The McElwrath Letter Agreement provides that notwithstanding the terms of the Amended and Restated Employment Agreement effective as of October 10, 2011, by and between Mr. McElwrath and the Company (the “McElwrath Employment Agreement”), the payment of any lump sum amount in connection with the termination of Mr. McElwrath’s employment other than as a result of death, Disability or Cause (each as defined in the McElwrath Employment Agreement) or by Mr. McElwrath for Good Reason (as defined in the McElwrath Employment Agreement) shall be made to Mr. McElwrath on the employment termination date, rather than on the 10th day following the employment termination date. The McElwrath Letter Agreement further provides that for purposes of calculating any lump sum amount due to Mr. McElwrath in connection with such termination, the bonus that Mr. McElwrath was determined by the Compensation Committee of the board of directors of the Company (the “Compensation Committee”) to have earned or been entitled to (regardless of whether paid) during the immediately preceding twelve month period ending on the date of termination of employment shall mean and refer to $284,375, regardless of when actually paid, and regardless of whether more than twelve months have elapsed between the time the Compensation Committee determined that Mr. McElwarth had earned or been entitled to such bonus and the time of any termination of Mr. McElwrath’s employment in connection with a Change of Control.
