Quarterly report pursuant to Section 13 or 15(d)

13. Subsequent Events

v3.20.4
13. Subsequent Events
 9 Months Ended
Dec. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events
Note 13. Subsequent Events

 

Option Grants

 

On January 7, 2021, the Company awarded stock options to certain executive officers of the Company. The grant was part of the annual company-wide grant to all employees in recognition of their services. The exercise price of the options is based on the closing price of our common stock of $8.03 per share on January 7, 2021, and the options vest in three equal tranches on the first, second and third anniversary of the grant date. All options vest upon change of control. Any unvested options will expire if the employment of the respective executive terminates prior to the vesting date. The option grants are as follows:

 

• Amy Trombly, Chief Executive Officer: 27,777 options

 

• Jerry Dvonch, Chief Financial Officer: 27,777 options

 

• Bruce Thornton, Chief Operations Officer: 27,777 options

 

Addendum to Employment Agreement with our Chief Executive Officer.

 

On January 4, 2021, the Company entered into an addendum to the employment agreement with the Company’s Chief Executive Officer, Amy Trombly, after her prior agreement expired on December 31, 2020 pursuant to its terms. The parties agreed to extend the term of the employment agreement until March 31, 2021 to sync up the term of the employment agreement to the fiscal year.

 

The addendum adds termination provisions for cause and change of control similar to other Company agreements. In the event Ms. Trombly is terminated without cause or for change in control, she is entitled to:

 

• a lump sum severance payment equal to six months her base salary for termination without cause or one time her base salary for termination upon change of control;

 

• automatic vesting of all unvested time-based options and equity awards;

 

• vesting of performance-based equity compensation awards in accordance with the terms of the awards, if the performance goals are satisfied, such determination to be in the sole discretion of the Compensation Committee or the Board, as the case may be; and

 

• reimbursement for health care premiums under COBRA until the earliest of: (i) one year following the date of termination; (ii) the date she is no longer eligible to receive COBRA continuation coverage; or (iii) until she becomes eligible for medical insurance coverage provided by another employer.

 

In case of termination without cause, Ms. Trombly may also be awarded a bonus, upon determination by the Corporation’s Board of Directors or Compensation Committee, as appropriate, to be made in its sole discretion as to whether to grant a bonus, and if such bonus is granted, the amount, form and payment schedule. For the avoidance of doubt, Ms. Trombly shall not be entitled to any bonus solely for reason of termination, unless the Board of Directors or the Compensation Committee, as appropriate, in its sole discretion awards such bonus.

 

In addition, Ms. Trombly is not entitled to certain benefits if she did not comply with the non-competition or the confidentiality provisions of the employment agreement, whether during or after the terms of her employment. Furthermore, the Company is under no obligation to pay the above-mentioned benefits if Ms. Trombly does not comply with the non-solicitation provisions of the employment agreement, which prohibit a terminated executive from interfering with the business relations of the Company or any of its affiliates and from soliciting employees of the Company. These provisions apply during the term of employment and for two years following termination.