Employment Agreement effective October 26, 2020, by and between Nautilus, Inc. and Garry R. Wiseman

Contract Categories: Human Resources - Employment Agreements
EX-10.1 2 gwiseman_signedxempxagre.htm EX-10.1 gwiseman_signedxempxagre
Exhibit 10.1 EMPLOYMENT AGREEMENT "Agreement") is by and between Nautilus' Inc" a washington This Employment Agreement (this ("Executive"). In consideration of the premises corporation (the..company,.). and Garry wiseman set forth. the Company and Executive hereby and the mutual covenants and agreements hereinafter agree as follows: the company's Chief l. Job Titlet Start Date. Executive has accepted employment as Digitalo-rmhallbeoctober26.2020(..StartDate..). 2.PrimarvDuties.ExecutiveshallreporttotheCompany.sChiefExecutiveofficer general supervision' advice and (.,cEo"), and perfbrm his job duties suu;e.t to the cE,o's a Chief Digital officer and such direction. Executiveis primary duties shall be those performed by Executive officer' other duties as delegated and assigned by the company's chief (a) his entire 3. Full-Time Emrrloyment: Outside Activities. Executive shall devote professionaltime"n;(b)usehisbesteffor1stopromotethe his responsibilitiesand duties: and (d) interests of Employer; (c) perforrn faithtltly and efficiently with his ability to perfbrm his refrain from any endeavoroutside of employmentwhich interferes may serve in various outside obligations hereunder. The company understands that Executive endeavors from time to time' activities. including capacities foi Oiife.ent non-profit. charitable the potential to interfere to any degree Any outside activities or non-profit charitable work that has shall be taking a visible role in the with E,xecutive's services to the Company or where Executive prior to Executive performing organization must be approved in writing by the Board of Directors such outside activities' the Company is .1. Business Protection Agreement. Executive's-employment with Protectiotr Agreement' rvhich contingent upon his agreement to execuEthe Company's Business information. ownership of imposes obligations irith regard to non-disclosuie of conf-idential agrees to comply with the inventions. and contains certain non-compete protections. Executive he may sign in connection with his Business Protection Agreement and any oth., ug'""ments that ernployment with the ComPanY. 5. ot Polic . During his emPloYment, s Conduct and Ethics' and i*..r,i .l^+^il^,1 i'. i+. p"ii.i., adopted by the company such as those detailed i' its ;;*, J";i;;";; ;;il;iir; - )t^-- f-^'- +i'-o tn time ",. be impllrnented and/or amended^^^^^)^.1 rrorn tirne to time. ;;.;**:';,lil'--,ilrt;;;;. wi.i;;"y r ^^-^^.^1.,..,:+L - this Agreement. Executive agrees to fuilv comptv with i,i'lllL]i;. ;lr;#;;'il;;;;,;.r -. r-,^^,,+i',^Executive is i. v ,' , c"*p,i' orn.I^l''d duri,g emplov*ent' *ri'."ir.'rl*'l';;';?r;;i r :-- -----^.^^^ policv'^^l:^., subject-,.t ianf to fn the "i,:ii*1[[.';;':;r.;. under the Company's Director and officer's insurance terms of the appticable insurance policy' under this Agreement 6. Base Salarv. As payment for services to be rendered by Executive pay E,xecutive an annual base salary in and subject to its terms and londitions. the Company shall polturi ($350.000) (''Base Salary")' Said the gross amount of rhree Hundred Fifiy Thousu,id rvith the Company's existing Base Salary shall be eamed and paid in instatlments in accordance and withholdings' payroll policies. and shall be subject to lawful and authorized deductions Executive's lnitials: G4Y2') EMPLOYMENT AGREEMENT Page I of I0

by the Board of Directors who' in their Executive shalt be subject to an annual perfbrmance review Salary' discretion. may increase but not decrease Executive's Base an annual bonus 7. Short-Term Incentive/Bonus. Executive shall be eligible to receive in the applicable year' The targeted at fifiy p"r..ffi"2"1 of n*ecutive's base salary earned of the company and based on the amount of sr-rch bonus (if any) is determined at the discretion performance goals established achievement of company performance ob.fectives and individual (the "Compensation Committee") in by the Compensation Committee of the Blard of Directors on the same basis as it good faith consultation with Executive. The annual bonus shall be earned be eligible to earn up to an is for other members of the Executive Team. Executive shall also obiectives are exceeded' additional 50% of E,xecutive's target bonus percentage if all performance of 7 5oh of Executive's annual resulting in a potential maximum short-term incentive bonus amount shall be available in the Shotl- base salary. Additional information regarding this bonus program sole discretion' shall Term Incentive PIan document. The Com-pensation Committee. in its and the amount of such determine whether Executive has earned a short-term incentive bonus bonus, and its determination shall be final and binding' R Lons-Term Incentive. As an inducement grant and a material inducement for E'xecutive be granted $600'000 in to start E,*""rtiu.'r-"*ployrent with the Company" Executive shall Plan ("LTIP") on terms restricted stock units under the company's 20r5 Long Term Incentive other Cornpany executives' substantially sirnilar to the terms of restiicted stock units granted to one-third vesting on the These restricted stock units shall vest over thirty-six (36) months, with on the second anniversary f.irst anniversary ol'the grant date. and an additional one-third vesting of the grant date. provided of the grant date. and a inal one-third vesting on the third anniversary anniversary dates' Under the that Executive has continued in full-time .*ploy*"nt through those in in the event that Executive terms of the grant document. these restricted ,toik unitr shalivest full (12) months isterminated by the Company forany reason otherthan Cause upon orwithin-twelve in the LTIP)' following a Change in bontrol (as Cause and Change in Control are defined grants in 2020, although in Executive shall not be eligible for additional Long-Teim Incentive grants in the discretion of the 2021. Executive shall Ue eligibte for annual Long-Term Incentive compensation committee at the same time as the other company executives. 9. Siqn-On Bonus. Executive iseligiblefbrsigning bonuses in thetotalamountof $100'000' upon the f-irst regular less applicable taxes The f-irst installilent of $SO.OOO shall be payable shall be payable payroll date following E,xecutive's Start Date. Tlre second installment of 550.000 Executive has permanently on the one year anniversary of Executive's Start Date, provided that will adjust the relocation relocated to Vancouver. Washington by that time; however' the Company to reopen in Fall 2021 requirernent pursuant to written agreement if local schools are not expected for in-person learning. sigtl-on bonus value Before the Start Date. Executive rnay elect to receive the entire cash Should (S100,000) in equity instead of in cash by informing the Company of his election' cause (as defined Executive resign from the company or be terminated by the company for commencing below) before Executive completes twelve (12) months of full-time employment in full: or (ii) if he has lrom the Start Date. Executive-shall (i) repay the first $50,000 installment cash' opted to receive equity instead of cash. return all equity received in lieu of Executive's lnitials: EMPLOYMENT ACREEMENT @tJ Page 2 of l0

area' the company To assist with relocation to the Vancouver 10. Relocation Assistance. in two automobiles from Texas to vancouver move u*iluti*.. t,ousehold goods and shall pay to the relocation package' relocatiJn In addition, as part of accordance with the company.s o"u.r. his ior two house hunting trips fbr Executive and the company shall also provide reimbursement in the Vancouver area' if needed' (round-trip .ou.h airfare)" and the use of a car when family the Company will the tZ months following the Start Date' during those trips. ln addition. for lrri (b) cost (capped at $2'000 per month' and reimburse Executive for (a) local housing at actual to Texas once per month' round-trip coach airfare.orifo, ExecutivJto travel for all necessary and Exnenses. The Company shall reimburse Executive ll. Business in the performance and other business expenses incurred by hirn reasonable travel, .n-t.rtui',n,.,.nt with of signed itemized rists of such expenditures of his duties under this Agreement. upon-receipt rvith such other reasonable procedures appropriate back-up dociimentation.'unalo, in accoriance time to time' as the Company nTay adopt generally tiom 12.PaidTimeoff.ExecutiveshallbeentitledtoaccrueandusePaidTimeoffunderthe time to time' for sick' vacation and other Colrpany's policie-,as they may be a6ended from shall be entitled to accrue up to twenty-two personal reasons. Und", thtse folicies. Executive such time wilt be prorated for 2020' days of Paid Time off each year. although to participate in all employee beneflt Emplovee Benefit plans. Executive shall be entitled 13. in effect from time to time plans. practices and progra't *uintuined, by .th.t- ::Tl'"y' with applicable law and the terms (collectively. ',Brnployee Benefit Plans"). to the extent consistent shall be entitled to receive fringe benefits on of the applicable L,rnployee Benefit Plans. Executive and dental insurance; (b) life insurance: basis as oth.r.*..utives incruJing (a) medicar the same retainall ofExecrttive's and(c)a401(k)plan. whenhisemploy*.-ntt.nrinates,Executivervill in plans, but. except as may be.sneclfcally provided rights to benefits that have vested undeisuch and subiect to applicable law' the the Employee Benef-it Plans' governing instrument(s) Benefit Plans will prospectively cease on the Executive's rights to parlicipate in those Employ." benefits may be amended or discontinued Executive's Termination Date (defined below).'Such by the ComPanY at anY time' I l. Termination. that (a) At-will Employment; Notice of Termination' The parties acknowledge and rnay be terminated by either Party E,xecutive's employment wittr th. Corpuny is "at-will" not seek to establish cause or with or without clause (as defined below). If the company does may terminate at- Disability" or Bxecutive does not seek to establish Good Reason. ernployment power to change the at-will will. No one other than the company's Board of Directors has the with the. Company may be character of the employment relaiionship. Executive's employment resignation with or without Good terminated by (i) Execuiive's death or Diiabilityl (ii) Executive's Except in the case of death' Reason; and (iii) termination by the ConTpany *iih or without Cause' notice of its intent to terminate the Party seeking to terminate employm.nt ,rrt, provide written this Agreement upon which the party consistent with this Section 14, citing the specific section of be effective (the "Termination Date")' is relying, and the date that termination of employment will Executive's Initials: 1QB*J EMPLOYMENT AGRE,EMENT Page 3 of l0

for cause by (b) cause. The company mav terminate Executive's employment which it is relying and the Termination delivering written notice stating the particular cause upon ''Cause'' good faith finding by the Company Date, consistent with this Secti6n t+ib.1. shall mean a contest. in a court of law for any fblony that E,xecutive has (i) been indicted or convicted. or pled no for continued employment' that in the Company'r r.uronable iudgment makes Executive unfit or adversely affects prevents Executive fro* pe.forming e*e"rtive's duties or other obligations' position; (ii) engag.ed in dishonesty the reputation of the Company if Executive remained in his Company: (iii) violated a key related to his employment that has a material adverse et-fect on the Agreement (including' but not limited Cornpany policy, this Agreement or the Business Protection been under the influence of to. by engaging in acts of harassment or discrirnination. used or on behalf of the Company) unlawful lrug. on the Company's premises or while performing duties (iu; in insubordination (i'e" conduct that has a rnaterial adverse effect on the companyl .ngug.d Executive officer): (v) failed to such as refusal to follow direct orders of the company's chief reasonable satisfaction perform minimum duties after warning and failed to correct to the CEO's in competition with the within thirty (30) days after written notice to Executivel (vi) engaged serious conflict of interest or Company, diversion of any corporate opportunity or other similarly the Company's detriment; or self-dealing incurring to E,xecutive's direct or indirect benefit and inlurious to the (vii) engaged in intJntional or grossly negligent conduct that is significantly CEO's reasonable satisf-action Company or its afflliates after warning and failure to correct to the within tttirty (:O) days after written notice to Executive' (c) Good Reason. E,xecutive may resign his employment and terminate this Section l4(c)' Executive Agreement for Good Reason so long as he does so consistent with this within ninety (90) days of the shag provide notice of the existence of a specified Good Reason than fbrty-five (45) days condition first occurring. and must specify a Termination Date no earlier has at least forty-five (45) after the company ."..ir., Executive's notice so that the company .,Good the following without days to cure. Reason" shall mean the occurrence of any of Chief Digital Officer or its Executive.s prior written consent: ( i) demotion to a position other than target bonus, except to the equivalent; (ii) a material diminution in Executive's Base Salary or and/or target bonuses of all of extent ratably consistent with reductions applied to the base salaries of this Agreement by the members of the company's Executive Tean,; (iii) a material breach Vancouver, Washington to Company; or (iv) a relocation of the Company's headquarters from anothcr location more than ?5 miles away' employment within six (6) ln the case of a resignation fbr Good Reason. E,xecutive must terminate existence of the Good months following tire date on which Executive becomes aware of the initial to terminate ernployment Reason condition. Cood Reason shall not exist if Executive (i) fails of the initial existence within six (6) months following the date on which Executive becomes aware the ninety (90) day notice of the Good Reason condition. (iil fails to provide such notice within (45) day cure period. or (iii) the Company cures the specified condition within the forty-five period. (d) Death; Disability. upon death of the Executive. the Agreement automatically Agreement because of terminates upon the date of his death. The Company may terminate this Date' The Company's disability by delivering written notice to Executive stating the'fermination faith determination that decision to terminate because of disability shall be based on its good essential functions of his Executive is unable as result of physical oimental illness to perfbrrn the Executive's lnitials: f EMPLOYMENT AGREEMENT 16 "J Page -{ of l0

(91) days (or' if accommodation. for an aggregate of ninety-one position. despite reasonable disability policy period then in effect under the Company's long-term longer. the elimination 'fhe disability any period of twelve (12) months' Company's applicable to Executivej during with competent health care provider obtained determination should be based on evidence from a accommodation that the Executive, and should consider any reasonable the cooperation of The any oiher considerations required by law' Company may provide without undue harJship, and position with the cornpany' either an parties agree that due to the importance of Executive's (91) days within u.t:t'ut ( l2) month indefinite leave or a leave of absence in excess of ninety-one and would not constitute a reasonable period would cause an undue hardship to the Company violate any federal' state or local leave or accommodation. Noihing in this section is intended to disability law. (e)TerminationwithoutCause.TheCompanymay-terminateExecutive's delivering at reast fifteen (15) days' prior employmert and this Agreement without cause by period" employment shall continue written notice stating the Termination Date. During the notice in tire orderly transition of his duties; and he shall continue to perform his Ariie, and cJope.ate then-current Base Salary for the however. at the Company's discretion. i; ,,,,,;y pay ixecutive's during such period' notice period and excuse him from any further duties (t)ResignationwithoutGoodReason.IfExecutiveexerciseshisrighttoterminate Executive agrees to provide the company his employment by resigning without Good Reason. the l'e.ninition Date' At the Company's with at least sixty (60) days' prior written notice stating terminate the employment relationship at discretion. it rnay accelerate ihe Termination Date. and Date; in such case' and provided that an earlier date than the Executive's stated Termination shall be excused tiom any obligation to pay Executive ceases to perform any duties" the company an1, further Base SalarY. 15. Pavments UPon Termination' Expenses. on the next payroll (a) F]arnecl Compensation; Unreimbursed Business required by law)' Executive (or his estate or date following the Termination Date (or sooner if Salary under Section 6 through the other legal designee) will be paid (i) all earned Base unused PTO per Company policy; Termination Date: (ii) a maximu* of t*o (2) weeks of accrued, attributable to a prior co'npletcd fiscal year and (iii) any fully *rr.a. not yet paid bonui amounts expenses incurred prior to (collectively. "L,arned Co*p"nraiion"). Any unreimbursed business later than sixty (60) days atler the the Termination Date under Section t t witt be paid no this Agreement for any reason' Executive Termination Date. Upon termination of employrneniund kind. other than E'arned Compensation' will have no rights to any compensation o, iuy*ents of any except as stated in this Section l5' If his employment underthis (h) Severance Pay Contingent Upon General Release' E'xecutive for Good Reason' Agreement is terminated by the Coripany without C-au1e or by (6) months of his Base Salary on the Executive shall be eligible lbr severarr"" puy equal to (i) six for medical and dental premiums- Terminatio. Date: and (ii) six (6) months ofine Company's costs plans. with such costs determined as of for Executive and any dependents then enrolled in iuch "severattce Pay"). As conditions the Termination Date (and not under coBRA) (collectively. must (i) fully comply with his precedent to any obligation to pay Severance Pay. Execulive Executive's Initials: 9Y EMPLOYMENT AGREEMENT Page 5 of l0

Protection Agreement' and any other agreement obligations under this Agreement. the Business (ii) deliver to the company within sixty (60) days with the company and applicable poticies; and rerease agreement in a form s,bstantially similar of his Termination Date, a valid. executed generar that he shall not be entitled to to the Agreernent attached as Exhibit A. Executive understands pay he executes and derivers the Separation and receive any Severance under this Agreement untir in the Separation and Release Agreement Release Agreement. and ihe revocation period set forth has beiome effective' lf E'xecutive is has expired and the Separation and Release Agreement payment to E'xecutive in equal installments eligible for Severance Pay. the Company w'ill make (6) months, subject to all lawful and payable bi-weekly on l..grturty puyroti dates over'six the Company's customary payroll authorized deductions and withholding,-consistent witir date after the Company receives a practices. with the first paym"nt payabl! on the first payroll but no later than 60 days following the fully executed general ,.l.ur. agreement from Executive, where Executive's Termination Termination Date: notwithstanding the foregoing to the contrary' the Company receives a fully executed Date occurs after November I of a .ut.nau, ]"a']a's'ming Date, the first payrnent shall general release agreement within 60 days following the Termination of the next following calendar year but in no be made as soo.r a, fra"ti"aUle after thl beginninf event later than March l5 of such calendar year' for the exemption from Section intend the payments under this Section 15(b) to qualify The parlies 1.409A-l(bxg)(iii)' 4094 of the code. for separation pay. pursuant to Treasury Regulatio.ns (60) days following the Termination Failure to execute the general release agreement within sixty of the benefits provided under this Date in accordance with this Section shall result in forfeiture Section l5(b). all equipment' records' 16. Return of Documents. Executive understands and agrees tliat and other materials furnished to the files, manuals. fbrms. materials. supplies, computer programs, or generated or obtained during the Executive by the Company or used on the Company's behall the Company' Upon termination of his course of his .*pl;t;;i shall ,.*uin th. prop.riy of request. E'xecutive agrees to return all employment. or at any other time upon the company's pott.ttion including' but not limited to' documents una prop..iy belonging to the Company in'hi, plans' equipment..software' software customer lists, contractors. agreements, licenies. business computer disks' all Confidential programs, products. work-in-progress. source code. obiect code' books. notes and-all copies thereof" lnformation as defined in the Business Protection Agreement, Executive shall certify to the Company whether in written. electronic or other form. ln addltion. of the assets or business records in writing as of the eff-ective date of termination that none his control' or have been transferred belonging to the company are in his possession, remain under to any third Person bY him' into based upon the singular 17. Assiqnment. This Agreement is personal. and is being entered not assign this Agreement or skill, qualificatior[and expJrie,ce of dxecutive. Executive shall the Company which may be withheld any rights hereunder without the express written consent of successor of the company. with or without reason. This Agreement shalr bind and benef-it any of business acquisition' disposition whether by merger. sale of assets. ,"o.gunization or other form or business reorgarrization. in writing and shall be Itt. Notices. Any notice given pursuant to this Agreement shall be receipt if delivered in person or by deemed to have been given or submitted (i) upon actual Executive's Initials: @ F,MPLOYMENT AGREEMENT Page 6 of l0

(ii) upon affir.mative confirmation of facsimile transmission with confirmation of transmission: personal email provided to the Company or receipt of email if delivered by enrail to Executive's listed below and to the Chairman of the Company's by email to the Comiuny u, the email addresses not constitute affirmative confirmation of Board of Directors (an automatic "read receipt" does expiration of two (2) business days after receipt)l (iii) upon the earlier of actual ,...ipt or the Express)' and (iv) upon the earlier of actual sending by express courier (such as U.P.S. or Federal after mailing if sent by registered or certifled receipt or the expiration of seven (7) business days mail.'postage prepaid" to the parties at the following addresses: To the ComPanY: Nautilus. Inc. 16400 SE Nautilus Drive Vancouver" WA 98683 Attention: Senior Vice President Law & Human Resources ***@*** Facsimile: 360.859.25 I 1 To Executive: Garry Wiseman At the last address shown on the records of the Company with his current address' Either pamy E,xecutive shall be responsible for providing the Company Agreement by providing notice to the may change its address for purposes of notlces under this days' othlr party in the manner seiforth above within ten (10) business of any provision of this 19. Effect of Waiver. The waiver by either party of a breach of any subsequent breach hereof' No Agreemerit shall not operate or be construed as a waiver waiver shall be valid unless in writing' A and the Business Protection 20. Entire Aqreement. This Agreement, including E'xhibit and supersedes any and all prior Agreement. ,.t, forth the entire agreetxent of the partiei hereto employment by the Company' including agreements and understandings cJncerning Executive's dated September 29' (without limitation) the offei letter betw;n the Company and Executive signed by Executive and the 2020. This Agreement may be changed only by a writien iot'*tnt Company's Chief Executive Officer or a member of the Board' 2|.GoverningLaw/Jurisdiction/venue.ThisAgreementshallbegovernedby,and and procedural laws of the State of construed and enfbrced in accordun.. *ffihe substantive law' For all disputes under this Washington without regard to rules governing conflicts of them shall be instituted and Agreement. the parties agree that any suit o-r action between or King County. Washington (U'S'A') commenced exclusively in the state courts in Clark County Washington' sitting in Seattle' or the l.Jnited States District Court for the Western District of and hereby consent to the Washington. Both parties waive the right to change -such venue jurisdicion of such courts fbr all potential claims under this Agreement' provisions contained in 22. Construction of Aqreement' In the event that one or more of the any respect under the law. such this Agreem.nt ,huiiE.-u-,ry** be held unenforceable in Agreement, but this Agreement shall unenforceability shall not affect any other provision of this had never been contained then be construed as if such unenfbrceabie provision o," ptoiitions Executive's Initials: @ EMPLOYMENT AGREEMENT Page 7 of l0

of such hereunder is too broad to permit enforcement herein. If it is ever held that any restriction permitted be enforced to the maximum extent to its fulle;t extent, su"h restriction shall restriction as a whole according to its of this ngr..*tnt shall be construed by applicable law. Tl; ir;;r.ge and the Company or uguinr, any party hereto' E'xecutive fair meaning and not strictly for has had oi th.is Agreement' and each party participated jointly in the negotiation ."fi*p;;u'ion it is l.;i ;;;nsel regarding dis Agreement' Accordingly' the opporlunity to obtain theidvice party' "f against any party or in favorof any agreed that no rule of construction shall ipply for convenience and reference 23. Headings. Section headings are used in this Agreement provision of this Agreement' onty uno:t;tt-ot affect the meaning of any and each executed Agreement may be executed in counterparts 21. Execution. This all of the parties as the originar instrument and as if counterpart sha, have t'e sam-e tor"" una.ii.ct tothecounterpartshadsignedtlresameinstrument.Signaturessentbyemailedpdf'electronicto this sufficient Io demonstrate a pafiy's assent facsimile or any .t.ltronT. means ,t,uit.u. Agreement. )< (a)IntheeventthattheseveranceandotherbenefitsprovidedforinthisAgreementor "parachute within the payable or provided to E,xecutive (i) constitute -payments" otherwise subject to the excise code, unJ liiy bui fo, rhis se.ction. would be meaning of Section zgoc ortne shall be "Excise Tax")' then Executive's benefits imposed by Section 4999 of the C"O" tiftt tax which would result in no poftion in full, or (b) delivered ai to such lesser extent either (a) delivered amounts. taking into to the Excise Tax, whichever of the tbregoing of such benefits being subject Excise Tax' income and employment taxes and the account the applicable federal. state. local resultsinthereceiptbyExecutive.on"""fttt'"xbasis'ofthegreatestamountofbenefits'the its may be taxable under Section 4999 of notwithstanding that all or some portion of such benef agree in writing. any determination required code. Unless the company and Executive otherwise national accounting fitm selected by the company under this section ,t'rutt'ue made in writing by a agree (the "Accountants"). whose or such other person or entity to which-th. furti..rnutually Executive and the company for all purposes' determination shall be conclusive and binding upon the Accountants may make For purposes of making the calculations rejui.ed by this section' applicable taxes and rely on reasonable assumptions and approximationi concerning 'ray of Sections 280G and 4999 of the reasonable. good faith interpretations concerning the appliiation information and code. The company and Executive shall furnish to the Accountants such make a determination under this documents as the Accountants may reasonably request in order to Section. (i) cash (b) Any payments or benefits shall be reduced in the following order: are not puy*"nir; (ii) equity-based payments that are taxable; (iii) equity-based payments that within any such taxable; (iv) equity-based acceleration; and (v) othernon-cash formsof benefits. shall occur first category of payments and benefits (that is, (i). (ii), (iii). (iv) or (v)), a reduction meaning of Section 4094 with respect to amounts that are not "def-erred compensation'' within the E'xecutive have any of the Code and then with respect to amounts that are. In no event shall shall provide their discretion with respect to the ordering of payment reductions. The Accountants and Executive calculations, together with detailed supporting documentation, to the Cornpany E,xecutive's Initials: qti EMPLOYMENT AGRE,EMENT Page 8 of l0

have been engaged to days after the date on which the Accountants within thirty (30) calendar the requested by the Compaly or Executive' If make such determinations or such other time as respect to a payment or henefit' it shall determine that no Excise Tax is payable with Accountants to the Company that and Executive with an Lpinion acceptable furnish the Company "u'onuLly Any good faith be imposed with respect to such payment or benefit' no Excise Tax shall the shall be rrnar. binding and conclusive upon determinations of the Accountants made hereunder the avoidance of doubt" the Company Company and Executive. For purpose of clarification and for any Excise Tax that E'xecutive may shall have no obtlgation ,o puy oi reimburse Executive incur as a result of Section 25(a)' to be exempt fiom or (c) The payments provided in this Agreement are intended Internal Revenue code of 1986' as amended comply with the requirements of Section 409A of the administered and governed in a (the.,code"). and tn. t"n]rs of this Agreement shall be construed. is designated a "separate payment" consistent manner. Each payme.t provrded in this Agreement the foregoing. the company makes within the meaning of code Section 409A. Notwithitanding provideJ under this Agreement comply with no representations that the payments and benefits be liable for alt or any portion of any taxes' Section 409A, and in no .u"ni shall the Company by the Executive on account of non- penalties. interest. or other expenses that may' be incurred compliance with Section 409A' in the event that any (d) Notwithstanding anything contained herein.to the contrary' pursuant to Code Section 4094' or severance benefits would be treated as d-eferred compensation code Section 4094" such severance benetlts to the extent required pursuant to an exemption from a ''separation from service" within shail not be triggered unress and untir Executive experiences the meaning of Code Section 409A' "specified employee'' under code (c) lf the Company determines that Executive is a "'separation from service"' then the amount of Section 409A(a)(2)(BXi) at the time of Executive's of code Q 409A, shall be delayed any Severance Pay that is not exempt from the requirements months from the date of the Executive's until the first busine$ duy on or after the date that is six Any Severance Pay the .,separation fiom servicl" 1th. ''payment commencement date")' six-month delay period shall be paid in a Executive would have otherwise received during that date' and the amount of the remaining lump sum. without interest. on the payment commencelrent payments" if any shall be paid as provided in Section l5(b)' are sub'lect to the (l) To the extent that any reimbursements under this Agreement payable to Executive shall be paid to provisions of code Section 409A. any such reimbursements the year-in which the expense was E,xecutive no later than December 3l of the year following not affect the amount eligible for incurred, the amount of expenses reimbursed in one year shall reimbursement under this reimbursement in any subsequent year. and Executive's right to benefit' Agreement shall not be sub.ieci to liquidation or exchange for another 26.Acknowledgment.Executiveacknowledgesthathehasreadandunderstandsthis attorney regarding the terms and Agreement, thut ffir-eha, hud the opportunity to coniult with an as his own free act and in full and conditiorrs hereof, and that he accepts and signs this Agreement complete understanding of its present and future legal effect' Executive's lnitials: 6RJ EMPLOYMENT AGREEMENT Page 9 of l0

this Agreement as of the date below' IN WITNESS WHEREOF, the parties hereto have executed Agreed by: EXECUTIVE NAUTILUS. INC. ,c /s/ Wayne M. Bolio By: Wayne M. Bolio Garry isem an 2ot-o Its: SVP, Law & Human Resources Date: lo. Date: 10/22/2020 82 I 3750 i Executive's lnitials: EMPLOYMENT AGREEMENT 6Sd Page l0 of l0