Item 5. OTHER INFORMATION

On May 8, 2024, the Company and David B. Pitofsky, Executive Vice President, General Counsel of the Company, entered into an Amended and Restated Employment Agreement, effective as of July 1, 2024 (the “Pitofsky Agreement”). The Pitofsky Agreement extends Mr. Pitofsky’s term of employment until June 30, 2028 and provides for an annual base salary of $1,400,000; (ii) an annual bonus with a target of $2,000,000; and (iii) an annual long-term equity incentive award with a target of $2,100,000, with approximately 75% of Mr. Pitofsky’s target compensation being “at risk.” All bonus payments and equity grants are subject to the Company’s claw-back policies.

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If Mr. Pitofsky’s employment is terminated by the Company other than for cause (as defined in the Pitofsky Agreement), death or disability, or by Mr. Pitofsky for Good Reason (as defined in the Pitofsky Agreement), the Pitofsky Agreement provides that Mr. Pitofsky will receive (i) his then-current base salary and target annual bonus paid in the same manner as though he continued to be employed for the successive 24 months following the date of termination; (ii) a pro rata portion of the annual bonus he would have earned for the fiscal year of termination had no termination occurred (a “Pro-rated Annual Bonus”), as well any prior year bonus amount to the extent unpaid as of the date of termination; (iii) continued vesting of equity incentive awards granted prior to the date of termination in the same manner as though he continued to be employed for two years following the date of termination, with payments made at the same times they would have been made had Mr. Pitofsky continued to be employed through such date; and (iv) Company-paid premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for Mr. Pitofsky and his eligible dependents for the successive 18 months following the date of termination. The Pitofsky Agreement provides for a transition period of up to six months, in the event of termination in connection with the commencement of a Board-approved successor general counsel. If Mr. Pitofsky’s employment is terminated due to his death or disability, he or his surviving spouse or estate, as applicable, would be entitled to: (i) salary continuation for up to 12 months (and, in the case of disability, continuation of other benefits as well); (ii) any Pro-rated Annual Bonus and unpaid prior year bonus; and (iii) (A) in the case of disability, treatment of his outstanding equity incentive awards pursuant to the terms of applicable plan documents or (B) in the case of death, continued vesting of equity incentive awards granted prior to the date of termination in the same manner as though he continued to be employed for a period of one year following the date of termination. If, following the completion of the term under the Pitofsky Agreement on June 30, 2028, Mr. Pitofsky is not offered a new employment agreement by the Company on terms at least as favorable to him as the terms set forth in the Pitofsky Agreement, and Mr. Pitofsky is subsequently terminated without cause, then he will be entitled to receive the payments and benefits summarized above with respect to a termination by the Company other than for cause (using the same base salary and target annual bonus as in effect immediately prior to the expiration of the term on June 30, 2028). Payment of any compensation or benefits upon termination is subject to Mr. Pitofsky’s execution of the Company’s then-standard separation agreement and general release and continued compliance with the terms therein. The Pitofsky Agreement continues to have confidentiality and other covenants to protect the Company.

In addition, the Pitofsky Agreement provides that if Mr. Pitofsky is entitled to receive any “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended, in connection with a change in control, those payments will either be (i) reduced below the applicable threshold, or (ii) paid in full, whichever is more favorable for Mr. Pitofsky on a net after-tax basis. Mr. Pitofsky is not entitled to any golden parachute excise tax or other tax “gross-up” payments.

The description of the Pitofsky Agreement is qualified in its entirety by the full text of the Pitofsky Agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Trading Plans

None.

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