Fourth Amended and Restated Employment Agreement with John J. Cronin, Jr., Chief Financial Officer.
On March 8, 2024, the Company entered into a Fourth Amended and Restated Executive Employment Agreement (the “Cronin Employment Agreement”) with John J. Cronin, Jr., the Company’s Chief Financial Officer. The Cronin Employment Agreement amends and restates the Third Amended and Restated Executive Employment Agreement, dated March 20, 2019, between the Company and Mr. Cronin in its entirety. The term of the Cronin Employment Agreement continues from year to year or until Mr. Cronin’s employment is terminated by either party with or without cause under certain conditions.
The Cronin Employment Agreement provides that, effective April 1, 2024, Mr. Cronin’s base salary is $450,000 per year. The Cronin Employment Agreement also provides that Mr. Cronin is eligible to earn an annual performance-based cash bonus of $184,000 for the achievement of certain financial and operational targets. These targets, and the bonus dollars tied to such targets, will be determined by the Company’s Chief Executive Officer on an annual basis. Under the Cronin Employment Agreement, Mr. Cronin is also eligible for standard company benefits in the same manner as other Company executives.
In the event that Mr. Cronin is terminated with “Cause” or resigns without “Good Reason”, the Company may immediately cease payment of any further wages, benefits or other compensation under the Cronin Employment Agreement other than salary and benefits (excluding options) earned through the date of termination (the “Cronin Accrued Obligations”). In the event that Mr. Cronin is terminated without “Cause” or he resigns for “Good Reason” (in each case, other than within 12 months after a “Change of Control” of the Company), he is entitled to receive the Cronin Accrued Obligations, a severance equal to 24 months of his then current monthly base salary (less appropriate deductions) that is payable by the Company over a 24-month period following his termination date, and continued coverage under the Company’s medical benefit plan for as long as required under COBRA, with the Company paying the excess of Mr. Gupta’s cost for COBRA coverage over the cost he would have paid for group health plan coverage as an active executive of the Company. Mr. Cronin is also entitled to receive two times his annual performance-based cash bonus target for the year in which his termination occurs (less appropriate deductions), with one-half of this amount payable on the 60th day following Mr. Cronin’s termination (or, if later, 30 days after the effective date of Mr. Cronin entering into a release of all claims with the Company) and the second-half of which is payable on the 60th day following the first anniversary of Mr. Cronin’s termination date. Mr. Cronin is also entitled for a 12-month period following his termination date to the continued vesting of any outstanding unvested stock options he held on his termination date. The exercise period for vested options held by Mr. Cronin at the time of his termination will also be extended for a six-month period after the otherwise applicable expiration date, subject to certain restrictions.
In the event that Mr. Cronin is terminated without “Cause” or he resigns for “Good Reason”, in each case within 12 months after a “Change of Control” of the Company, he is entitled to receive the Cronin Accrued Obligations and a lump sum severance payment (less appropriate deductions) equal to two times the sum of (i) his then current annual base salary and (ii) his annual performance-based cash bonus target for the year in which his termination occurs. Mr. Cronin is also entitled to the payment of the premiums required to continue coverage under the Company’s employee benefits and group health plans for up to 24 months after his termination and to the acceleration in full of the vesting and/or exercisability of all outstanding equity awards held by Mr. Cronin on his termination date and reimbursement of up to $25,000 for outplacement services. The exercise period for vested options held by Mr. Cronin at the time of his termination will also be extended for a six-month period after the otherwise applicable expiration date, subject to certain restrictions.
The foregoing descriptions of the Gupta Employment Agreement and the Cronin Employment Agreement do not purport to be complete and are qualified in their entirety by the full text of the Gupta Employment Agreement and the Cronin Employment Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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