provisions.
Also in connection with his commencement of employment, the Company expects to grant to Mr. Bencich, as soon as practicable following his commencement of employment, 754,717 restricted stock units (the “RSUs”). The RSUs will vest over a four-year vesting schedule, with 25% of the RSUs vesting on each annual anniversary of Mr. Bencich’s start date, subject to Mr. Bencich’s continued service through the applicable vesting date. Additionally, the Company expects to grant to Mr. Bencich, as soon as practicable following his commencement of employment, 235,849 performance-based restricted stock units (the “PSUs”). The PSUs will vest as follows: 25% of the PSUs will vest on the date that is six (6) months following the date on which NYSE American notifies the Company that it has successfully regained compliance with NYSE American’s continued listing standards (the “First Vesting Date”), and an additional 25% of the PSUs will then vest on each of the first, second and third anniversaries of the First Vesting Date, subject to Mr. Bencich’s continued service through the applicable vesting date. The RSUs and PSUs will be granted under the Company’s 2025 Employment Inducement Incentive Award Plan (the “Inducement Plan”).
A copy of Mr. Bencich’s employment agreement is attached as Exhibit 10.1 hereto and incorporated by reference herein. The above description of Mr. Bencich’s employment agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Chief Accounting Officer Employment Agreement
Additionally, the Company has entered into an employment agreement with Jennifer Sy, the Company’s Chief Accounting Officer, setting forth the terms of her employment. The employment agreement with Ms. Sy does not change her base salary or annual cash bonus opportunity. Ms. Sy remains entitled to receive a base salary of $275,000 per year and she is eligible to participate in the Company’s annual discretionary incentive plan with the opportunity to earn an annual cash bonus targeted at an amount equal to 30% of her annual base salary, determined based on the achievement of applicable corporate and individual performance goals.
Under the employment agreement, if Ms. Sy’s employment is terminated without “cause” or if, after September 6, 2026, she resigns for “good reason” (each, as defined in her employment agreement), then, subject to her timely execution and non-revocation of a general release of claims and her continued compliance with restrictive covenants, she will be eligible to receive (i) six months of continued payments of her annual base salary over the six-month period after the date of termination, (ii) 50% of the target annual bonus she would have received in the calendar year in which such termination occurs, and (iii) six months of company-paid continued coverage under our group health plans.
If Ms. Sy’s employment is terminated without “cause” or if, after September 6, 2026, she resigns for “good reason” within two months prior to or within six months after a Change in Control (as such term is defined in the 2023 Plan), then, subject to her timely execution and non-revocation of a general release of claims and her continued compliance with restrictive covenants, she will be eligible to receive (i) 12 months of continued payments of her annual base salary over the 12-month period after the date of termination; provided, that if the termination date occurs on or within 6 months after a change in control, the severance shall be paid in a single lump sum within 60 days following the termination date, (ii) 100% of the target annual bonus she would have received in the calendar year in which such termination occurs, and (iii) 12 months of company-paid continued coverage under our group health plans.
Ms. Sy’s employment agreement includes a “best pay” provision under Section 280G of the Internal Revenue Code, pursuant to which any “parachute payments” that become payable to her either will be paid in full or reduced so that such payments are not subject to the excise tax under Section 4999 of the Internal Revenue Code, whichever results in the better after-tax treatment to Ms. Sy. The employment agreement also includes a two-year post-termination non-solicitation provision and is contingent upon the execution of our standard employee proprietary information and inventions agreement, which includes customary confidentiality provisions.
A copy of Ms. Sy’s employment agreement is attached as Exhibit 10.2 hereto and incorporated by reference herein. The above description of Ms. Sy’s employment agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Amendment to 2025 Employment Inducement Incentive Award Plan
Effective March 6, 2026, the Board adopted an amendment to the Inducement Plan (the “Amendment”) pursuant to which an additional 1,000,000 shares of the Company’s Class A common stock will be reserved for issuance pursuant to equity awards granted under the Inducement Plan. The Amendment was adopted without stockholder approval pursuant to the applicable provisions of the NYSE American LLC Company Guide.
The foregoing description of the Inducement Plan and Amendment thereto is not complete and is subject to and qualified in its entirety by the terms of the Inducement Plan and Amendment thereto, a copy of which is filed as Exhibit 10.3 hereto and is incorporated by reference.
