Pursuant to the employment agreement, on November 14, 2017, the Company granted to Mr. Crivello a 90,000 share non-qualified stock option under the Plan that will vest in equal monthly installments over two years and has an exercise price of $3.90 per share.
On April 30, 2018, in accordance with the terms of his employment agreement in effect at that time, Mr. Crivello was issued 10,000 shares of common stock as a result of the volume weighted average price of the Company’s common stock exceeding $7.00.
Pursuant to an Amendment to Mr. Crivello’s employment agreement, effective February 28, 2019, he was awarded 180,000225,000 shares of restricted stock, vesting in equal monthlyyearly installments over 48 months3 years beginning on February 28, 2019. In the event of an acquisition which requires the issuance of stock, and at the Board of Directors’ sole discretion, but not less than 12 months post-closing of an acquisition, Mr. Crivello shall receive additional stock in an amount equal to 2% of the shares issued in such transaction, which will vest immediately upon grant date.23, 2023.
Mr. Crivello may participate in the Company’s benefit plans that are currently and hereafter maintained and for which he is eligible, including, without, limitation, group medical, 401(k), life insurance and other benefit plans. Mr. Crivello is also entitled to be reimbursed for reasonable travel and other expenses.
Pursuant to the employment agreement, Mr. Crivello agreed to customary non-competition and non-solicitation provisions, includingprovisions.
Pursuant to a covenant that, in the event Mr. Crivello’s relationship with PW Partners conflicts with or is inconsistent with his obligations to the Company, Mr. Crivello’s primary duty shall be to the Company and to the extent that a conflict arises, he shall promptly notify the Board of such conflict.
Employment Agreement with Paul M. Malazita
On February 12, 2018, the Company entered into anprior employment agreement, with Paul M. Malazita. This agreement was amended on February 28, 2019. Under the amended employment agreement, which was for an indefinite term, Mr. Malazita was entitled to receive an annual base salary of $180,000 and was eligible for annual bonus compensation, at the discretion of the Board, of 50% of his base salary. As of March 6, 2018, Mr. Malazita was granted a four-year, 20,000 share non-qualified stock option that will vest in equal monthly installments over four years and have an exercise price of $7.05. On February 28, 2019, Mr. MalazitaCrivello was awarded a bonus for 2018 of $60,000 and 9,000180,000 shares of restricted stock, vesting in equal monthly installments over 48 months beginning on February 28, 2019. On August 28, 2021, for administrative convenience, the monthly vesting was changed to three vesting tranches of 26,250 shares on September 2, 2021 and 22,250 shares on each of September 2, 2022 and February 28, 2023.
On September 2, 2020, Mr. Crivello was awarded 185,000 restricted stock units which vest over three years provided the Company’s common stock achieves a price of $8.50 per share on the applicable first, second and third anniversaries of the date of grant.
All of the equity awards to Mr. Crivello vest on a change in control.
Employment Letter with Jason Schanno
Mr. Schanno entered into an Offer of Employment Letter on August 16, 2021 which provided for an annual base salary of $200,000. For fiscal 2021, he was eligible to receive a target bonus of $45,000 provided he was in good standing with the Company at the time of pay out. For fiscal year 2022 and after, Mr. Schanno is eligible for a performance-based incentive award at a target of 30% of annual base salary. Starting in 2022, Mr. Schanno will also be eligible for additional discretionary performance-based bonuses as may be awarded by the compensation committee.
Effective August 16, 2021, the Company granted Mr. Schanno under our 2015 Equity Incentive Plan (i) a stock option for the purchase of 40,000 shares of common stock at an exercise price of $13.25 that vests over a four-year period and (ii) 25,000 restricted stock units that vest one third on each of the next three anniversaries of the date of grant, provided the share price equals or exceeds $15 on such anniversary. These awards vest on a change in control provided the change in control occurs after the second anniversary of the date of grant.
Effective March 14, 2022, Mr. Schanno’s base salary was increased to $225,000.
Mr. Schanno’s employment is on an at-will basis and provides for provisions for termination with and without cause by the Company. The Offer of Employment Letter contains other customary terms and conditions.
Mr. Schanno may participate in the Company’s benefit plans that are currently and hereafter maintained and for which he is eligible, including, without, limitation, group medical, 401(k), life insurance and other benefit plans. Mr. Schanno is also entitled to be reimbursed for reasonable travel and other expenses.
Employment Letter with Albert Hank
Mr. Hank entered into an Offer of Employment Letter on January 8, 2021 which provided for an annual base salary of $175,000. For fiscal year 2021 and each year forward, Mr. Hank is eligible for a performance-based cash incentive award at a target 30% of annual base salary. Annual payment of such awards and performance criteria will be based on BBQ Holding’s plan as approved by the CEO and Board of Directors and after audited financials are approved by the Board of Directors. The Compensation Committee will determine the amount. Mr. Hank is also eligible for additional discretionary performance-based bonuses as may be awarded by the compensation committee.
Effective March 14, 2022, Mr. Hank’s base salary was increased to $225,000.
Mr. Hank’s employment is on an at-will basis and provides for provisions for termination with and without cause by the Company. The Offer of Employment Letter contains other customary terms and conditions.
Mr. Hank may participate in the Company’s benefit plans that are currently and hereafter maintained and for which he is eligible, including, without, limitation, group medical, 401(k), life insurance and other benefit plans. Mr. Hank is also entitled to be reimbursed for reasonable travel and other expenses.