Compensation Arrangement for Blair W. Lambert as COO and CFO
This agreement outlines the compensation terms for Blair W. Lambert, serving as Chief Operating Officer and Chief Financial Officer. He will receive a base salary of $385,000, a target bonus of 85% of his salary, and is eligible for equity compensation and standard health benefits. The agreement includes a 401(k) plan with a 4% match after six months. If terminated without cause within 18 months of a change of control, he receives a lump sum equal to three times his annual compensation plus benefits. Standard severance terms also apply for other involuntary terminations.
EXHIBIT 10.61
KEY TERMS OF COMPENSATION ARRANGEMENT
| NAME: | Blair W. Lambert | |
| TITLE: | Chief Operating Officer and Chief Financial Officer | |
| BASE SALARY: | $385,000 | |
| BONUS PLAN: | Target payout at 85% of base salary. | |
| EQUITY COMPENSATION | Eligible to participate in the Company’s equity compensation plans. | |
| HEALTH BENEFITS: | Medical, dental and vision insurance | |
| 401K: | 4% match, eligible after 6 months. | |
| MANAGEMENT CHANGE OF CONTROL PLAN: | If involuntary termination, but not for death, disability or cause, at any time within 18 months following the change of control, eligible to receive a payment equal to three times annual compensation (base salary plus average annual bonus for three prior fiscal years) plus a pro-rated bonus for the year of termination, in a single lump sum payment, less applicable taxes, and benefits coverage for 18 months. | |
| MANAGEMENT SEVERANCE PLAN: | Eligible to receive a severance payment equal to 50% of gross base salary if involuntarily terminated other than for death, disability or cause, to be paid in equal monthly installments over the 12-month period. | |
