Compensation Agreement Key Terms for Matthew K. McCauley, Chief Executive Officer
This agreement outlines the compensation terms for Matthew K. McCauley as Chief Executive Officer. He will receive a base salary of $645,000, a target bonus equal to his base salary, and is eligible for the company's equity compensation plans. Additional benefits include health insurance and a 401(k) 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 a pro-rated bonus and benefits for 18 months. Standard severance for involuntary termination is 50% of base salary paid over 12 months.
EXHIBIT 10.67
KEY TERMS OF COMPENSATION ARRANGEMENT
| NAME: | Matthew K. McCauley | |
| TITLE: | Chief Executive Officer | |
| BASE SALARY: | $645,000 | |
| BONUS PLAN: | Target payout at 100% 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. | |
