| 3) | Annual Equity Compensation: Subject to approval of the Board or the Compensation Committee, the Company will grant you the opportunity to earn an Annual Equity award valued at $250,000 as follows: |
| | a) | 2021 Annual Equity Grant: |
i) Restricted Stock Units (“RSUs”): RSUs for a number of shares of the Company’s common stock equivalent to $125,000 in value on the date of grant, divided by the volume weighted average stock price of the Company’s common stock over the fifty (50), consecutive, trading days immediately preceding (and exclusive of) the grant date of the RSUs). These RSUs will be scheduled to vest generally over a three-year period, commencing the RSUs’ date of grant, based on your continued service with the Company, including as a director on the Board (a “Director”), employee or consultant, through the applicable vesting dates as determined by the Board.
ii) Performance Stock Units (“PSUs”): PSUs for a number of shares of the Company’s common stock equivalent to $125,000 in value on the date of grant divided by the volume weighted average stock price of the Company’s common stock over the fifty (50), consecutive, trading days immediately preceding (and exclusive of) the grant date of the PSUs). Vesting of PSUs shall be contingent on the achievement of certain Company performance goals to be established by the Board for each year and continued service, including as a Director, employee or consultant, through applicable dates established by the Board. The PSUs will vest 100% after one-year following achievement of the Company performance goals, based on your continued service, including as a Director, employee or consultant, with the Company through the applicable vesting dates as determined by the Board.
All equity compensation shall be subject to the terms and conditions of the Company’s 2019 Equity Incentive Plan and Stock Option Agreement. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or employment.
| 4) | Change of Control and Severance Agreement (the “Severance Agreement”): Along with this offer letter we have included an agreement that sets forth the detailed benefits that you may become entitled to receive in the event of a termination of your employment under certain circumstances, which will become effective on your Start Date. |
| 5) | Employment Eligibility Verification: For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated. |
| 6) | Benefits: The Company provides competitive benefits including medical, dental, vision, EAP, flexible spending, 401(k) retirement savings, discounted Employee Stock Purchase Plan, and life insurance. |
| 7) | Paid Time Off (PTO): You will be entitled to four (4) weeks of PTO per year (PTO hours are accrued per pay period) capped at six (6) weeks, in accordance with the Company’s PTO policy. |
Page 2 of 4
