Employment Agreement with our Interim Chief Executive Officer

On October 11, 2019, the Company entered into an employment agreement with Amy Trombly, the Company’s Interim Chief Executive Officer. The agreement is effective as of September 25, 2019, the date of her appointment and has a term of three months, subject to mutual extension by one-month increments. The Company agreed to pay Ms. Trombly a base salary of $25,000 per month, which will include legal services Ms. Trombly has traditionally provided to the Company. The Company will also provide standard medical, dental and vacation benefits. Certain legal services not provided by Ms. Trombly will continue to be billed by Trombly Business Law, PC. The Board also agreed that during her time as Interim Chief Executive Officer, Ms. Trombly may continue to represent other clients in her role as attorney. The employment agreement may be terminated by the Company upon ten days’ written notice or by Ms. Trombly upon thirty days’ written notice at any time and for any reason. Upon termination of employment, Ms. Trombly will be entitled to the accrued amounts and shall have no further rights to any compensation or any other benefits from the Company.

Employment Agreement with our Chief Financial Officer

On October 11, 2019, the Company entered into an employment agreement with John Dal Poggetto, the Company’s Chief Financial Officer. The agreement is effective as of September 25, 2019, the date of his appointment. The terms of the employment agreement provide for an annual salary of $230,000 and an annual bonus amount not to exceed 40% of his base salary to be determined by the Compensation Committee in its sole discretion. He will also receive an equity award in the amount of $100,000 as a signing bonus which has not been issued yet. The further details of such signing bonus award shall be determined by the Compensation Committee at a later date. Mr. Dal Poggetto also receives certain benefits, such as participation in the Company’s health and welfare plans, vacation, and reimbursement of expenses.

The employment agreement provides certain separation benefits in the event of termination without cause or resignation by Mr. Dal Poggetto for good reason, as such terms are defined in the employment agreement. In the event Mr. Dal Poggetto is terminated without cause or resigns for good reason, he is entitled to:

Mr. Dal Poggetto may terminate his employment for any reason upon at least 30 days prior written notice. Receipt of the termination benefits described above is contingent on executing a general release of claims against our Company, resignation from any and all directorships and every other position held by the executive with our Company or any of our subsidiaries, and the executive’s return to the Company of all Company property received from or on account of the Company or any of its affiliates by him. In addition, Mr. Dal Poggetto will not be entitled to such benefits if he does not comply with the non-competition, non-disparagement and invention assignment provisions of his employment agreement during the term of employment or the confidentiality provisions of the employment agreement, whether during or after the term of his employment. These provisions apply during the term of employment and for two years following termination.

Departure of Director

On October 8, 2019, Mr. Frederick Sandford notified the Company’s Board of Directors of his resignation as a director.