below the target level. Adjusted ~~IBIT~~EBITDA for ~~2018~~2019 is equal to the Company’s ~~income~~earnings before ~~income~~interest, taxes, depreciation, and ~~equity in earnings,~~amortization, as ~~reported in our Form10-K,~~determined by the Company and derived from the Company’s audited financial statements and adjusted to ~~include~~exclude equity in earnings of investments, ~~before local and U.S. taxes and adjusted to exclude acquisition costs,~~non-cash goodwill impairment expense,non-cash share based compensation expense,non-cash inventory SKU rationalization charge, restructuring expenses, ~~loss on retirement of debt~~integration expenses, warehouse relocation expenses, and acquisition and divestment related ~~bonuses.~~expense. Adjusted ~~IBIT~~EBITDA is anon-GAAP financial measure. A reconciliation of the Company’s net income ~~before income taxes and equity in earnings~~ (the most directly comparable GAAP measure) to Adjusted ~~IBIT~~EBITDA for ~~2018~~2019 is included in Appendix A.

2018 Annual Bonus Metric and Achievement
Financial
Metric

Threshold
  Performance
Level

Target
  Performance
Level

150%
  Performance
Level
   200%
  Performance
   Level
Actual
  Performance
Achieved
   % of
Target

Adjusted IBIT


$14,238,500


$28,477,000


$42,715,500


$56,954,000


$11,464,000


0

As further described below, although no portion of annual bonuses based on Adjusted IBIT was payable to the NEOs for 2018, Messrs. Kay, Jeffrey Siegel, Daniel Siegel, and Winoker received annual bonuses on account of their achievement of at least 50% of their individual performance goals. Our Compensation Committee determined that in order to further incentivize retention, such bonuses would be paid in the form of restricted stock subject to a one year vesting period, rather than in the form of cash.

~~Robert Kay~~

Mr. Kay’s employment agreement entitles him to receive (a) an Annual Adjusted IBIT Performance Bonus at a target of 87.5% of base salary based on an Adjusted IBIT Performance Table prepared by our Compensation Committee and the annual budget reviewed and approved by our Board and (b) an Annual Individual Goal Bonus based on certain measureable objectives (discussed below for 2018). Pursuant to the employment agreement, the threshold Adjusted IBIT for any year would be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle Mr. Kay to receive 50% of the target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Similarly, the maximum Adjusted IBIT for such year would be 200% of the target Adjusted IBIT for such year which, if achieved, would entitle Mr. Kay to receive 200% of the Adjusted IBIT target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Mr. Kay will be entitled to receive the sliding scale percentages of the Adjusted IBIT Target Bonus set forth in the Adjusted IBIT Performance Bonus Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT; provided that, the Annual Adjusted IBIT Performance Bonus for any year will be zero if the Adjusted IBIT achieved by the Company for such year is less than the threshold Adjusted IBIT for such year, and in no event will an Annual Adjusted IBIT Performance Bonus for any year be more than 200% of the Adjusted IBIT target bonus for such year even if the Adjusted IBIT achieved by the Company for such year exceeds the maximum Adjusted IBIT for such year.

Mr. Kay’s employment agreement entitles him to receive an Annual Individual Goal Bonus up to a maximum of 25% of his base salary for each year based on meeting individual measurable objectives set by our Compensation Committee. If Mr. Kay satisfies at least 50% of such objectives, he is entitled to an Annual Individual Goal Bonus equal to at least 50% of the maximum Individual Goal Bonus. If Mr. Kay meets less than 50% of such objectives, he is not entitled to receive any Annual Individual Goal Bonus.



	2019 Annual Bonus Metric and Achievement
Financial Metric	Threshold Performance Level		Target Performance Level		Maximum Performance Level (D. Siegel and Winoker)		Maximum Performance Level (Kay and J. Siegel)		Actual Performance Achieved		Payout % of Adjusted EBITDA Target Bonus

Adjusted EBITDA	$	62,950,000	$	75,000,000	$	87,050,000	$	99,100,000	$	64,064,000		55	%

Mr. Kay’s individual goals for ~~2018~~2019 included: ~~integrating Filament’s operations with those of~~achieving efficiencies in UK operations; developing a strategic planning process; implementing the ~~Company, achievement of certain synergies related~~Strategic Thinking and Results Program (a program for line managers intended to focus business decisions based on a common framework and metrics) in every division in the ~~sales of Filament and the Company, improving the performance of certain aspects of our European operations, and reducing~~U.S. wholesale business; strengthening the Company’s ~~leverage.~~investor relations program; developing a food service initiative in the U.S. market; developing a strategy for expansion in specificnon-U.S. regions; and implementing a process for identifying and pursuing strategic acquisitions. Our Compensation Committee evaluated Mr. Kay’s achievement of his individual ~~performance objectives~~goals and determined that at least 50% of the ~~objectives~~goals were met.

~~For 2018,~~ Mr. Kay was awarded 20,000 shares of restricted stock, subject to an additional one year vesting period, based upon his attainment of at least 50% of his individual performance objectives. In determining the number of shares to award Mr. Kay, our Compensation Committee considered the extent to which he achieved each of his individual goals, his extraordinary efforts in integrating Filament with the Company, and the additional vesting conditions imposed on the restricted stock. For the year ended December 31, 2018, Adjusted IBIT amounted to $11.464 million, which is less than the threshold Adjusted IBIT, resulting in no Adjusted IBIT bonus. The details of the results of Mr. Kay’s full bonus payment opportunity (including his individual target bonus opportunity) are provided in the table below.

Bonus Opportunity


      Threshold    Target    Maximum    Actual
Bonus Paid⁽¹⁾    % of
Target

TOTAL
   $450,000    $900,000    $1,600,000    $181,200    20%

Individual
   100,000    200,000    200,000    181,200    91%

Adjusted IBIT
   350,000    700,000    1,400,000    -      0%

⁽¹⁾ ~~Based on the closing price per share on the date of grant of the restricted stock award for 20,000 shares.~~

Jeffrey ~~Siegel~~

Jeffrey Siegel’s employment agreement, as amended, entitles him to receive (a) an Annual Adjusted IBIT Performance Bonus at a target of 100% of base salary based on an Adjusted IBIT Performance Bonus Table prepared by our Compensation Committee and the annual budget reviewed and approved by our Board and (b) an Annual Individual Goal Bonus based on certain measurable objectives (discussed below for 2018). Pursuant to Mr. Siegel’s employment agreement, as amended, the threshold Adjusted IBIT for any such year would be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle Mr. Siegel to receive 50% of the target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Similarly, the maximum Adjusted IBIT for such year would be 200% of the target Adjusted IBIT for such year which, if achieved, would entitle Mr. Siegel to receive 200% of the target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. The employment agreement, as amended, also provides that the Adjusted IBIT Performance Bonus for any such year would be zero if the Adjusted IBIT we achieved for such year was less than the threshold Adjusted IBIT for such year, and in no event will an Adjusted IBIT Performance Bonus for any such year be more than the maximum target bonus for such year even if the Adjusted IBIT we achieved for such year exceeds the maximum Adjusted IBIT for such year.

Mr. Siegel’s employment agreement, as amended, further entitles him to receive an Annual Individual Goal Bonus up to a maximum of 25% of his base salary for such year based on meeting individual measurable performance objectives set by our Compensation Committee in consultation with Mr. Siegel. If Mr. Siegel satisfies at least 50% of such objectives, he is entitled to an Annual Individual Goal Bonus equal to 12.5% of his base salary for such year. If Mr. Siegel meets less than 50% of such objectives, he is not entitled to receive any Annual Individual Goal Bonus for such year.

~~Mr.~~ Siegel’s individual goals for ~~2018~~2019 included: ~~integrating Filament’s operations~~implementing methods to increase profitability and the Company’s earnings before interest, taxes, depreciation, and amortization; enhancing the Company’s relationships with ~~those of the Company, achievement~~certain retailers; exploring new business opportunities; and developing methodologies to improve sales of certain ~~synergies related to the sales of Filament and the Company, improving the performance of certain aspects of our European operations, and reducing the Company’s leverage.~~products. Our Compensation Committee evaluated Mr. Siegel’s achievement of his individual performance ~~objectives~~goals and determined that at least 50% of the ~~objectives~~goals were met.

~~For 2018,~~ Mr. Siegel was awarded 20,000 shares of restricted stock, subject to an additional one year vesting period, based upon his attainment of at least 50% of his individual performance objectives. In determining the number of shares to award Mr. Siegel, our Compensation Committee considered the extent to which he achieved each of his individual goals, his extraordinary efforts in integrating Filament with the Company, and the additional vesting conditions imposed on the restricted stock. For the year ended December 31, 2018, Adjusted IBIT amounted to $11.464 million, which is less than the threshold Adjusted IBIT, resulting in no Adjusted IBIT bonus. The details of the results of Mr. Siegel’s full bonus payment opportunity (including individual target bonus opportunity) are provided in the table below.

Bonus Opportunity



Threshold


Target


Maximum


Actual
Bonus Paid⁽¹⁾


% of
Target

TOTAL
   $618,750    $1,237,500    $2,227,500    $181,200    15%

Individual
   123,750    247,500    247,500    181,200    73%

Adjusted IBIT
   495,000    990,000    1,980,000    -      0%

⁽¹⁾ ~~Based on the closing price per share on the date of grant of the restricted stock award for 20,000 shares.~~

~~Ronald Shiftan~~

Mr. Shiftan’s third amended and restated employment agreement entitles Mr. Shiftan to receive (a) an Annual Adjusted IBIT Performance Bonus at a target of 90% of base salary based on an Adjusted IBIT Performance Bonus Table prepared by our Compensation Committee and the annual budget reviewed and approved by our Board and (b) an Annual Individual Goal Bonus based on certain measurable objectives (discussed below for 2018). Pursuant to Mr. Shiftan’s third amended and restated employment agreement, the threshold Adjusted IBIT for any such year would be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle Mr. Shiftan to receive 50% of the target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Similarly, the maximum Adjusted IBIT for such year would be 200% of the target Adjusted IBIT for such year which, if achieved, would entitle Mr. Shiftan to receive 200% of the base salary payable for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Mr. Shiftan’s third amended and restated employment agreement also provides that the Adjusted IBIT Performance Bonus for any such year would be zero if the Adjusted IBIT we achieved for such year was less than the threshold Adjusted IBIT for such year, and in no event will an Adjusted IBIT Performance Bonus for any such year be more than the maximum target bonus for such year even if the Adjusted IBIT we achieved for such year exceeds the maximum Adjusted IBIT for such year.

Mr. Shiftan’s third amended and restated employment agreement further entitles him to receive an Annual Individual Goal Bonus up to a maximum of 15% of his base salary for such year based on meeting individual measurable objectives set by the Chief Executive Officer and monitored by our Compensation Committee. If Mr. Shiftan satisfies at least 50% of such objectives, he is entitled to an Annual Individual Goal Bonus equal to at least 7.5% of his base salary for such year. If Mr. Shiftan meets less than 50% of such objectives, he is not entitled to receive any Annual Individual Goal Bonus for such year.

Our Compensation Committee evaluated Mr. Shiftan’s achievement of his individual performance objectives and determined that because Mr. Shiftan’s focus in 2018 was on transitioning his duties and responsibilities in light of his pending retirement, less than 50% of the objectives were met, resulting in no 2018 bonus. For the year ended December 31, 2018, Adjusted IBIT amounted to $11.464 million, which is less than the threshold Adjusted IBIT, resulting in no Adjusted IBIT bonus. The details of the results of Mr. Shiftan’s full bonus payment opportunity (including individual target bonus opportunity) are provided in the table below.

Bonus Opportunity



Threshold


Target


Maximum


Actual
Bonus Paid


% of
Target
TOTAL
   $341,250    $682,500    $1,397,500    $-      0%
Individual
   48,750    97,500    97,500    -      0%
Adjusted IBIT
   292,500    585,000    1,300,000    -      0%

Daniel ~~Siegel~~

Mr. Siegel’s employment agreement entitles Mr. Siegel to receive (a) an Annual Adjusted IBIT Performance Bonus at a target of 75% of his base salary based on an Adjusted IBIT Performance Bonus Table prepared by the Chief Executive Officer and the annual budget reviewed and approved by our Board and (b) an Annual Individual Goal Bonus based on certain measurable objectives (discussed below for 2018). Pursuant to the employment agreement, the threshold Adjusted IBIT would be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle Mr. Siegel to receive 50% of the target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Similarly, the maximum Adjusted IBIT for such year would be 150% of the target Adjusted IBIT for such year which, if achieved, would entitle Mr. Siegel to receive 150% of the target bonus for such year, consistent with the Adjusted IBIT Performance Table for such year. The employment agreement, as amended, also provides that Mr. Siegel is entitled to receive sliding scale percentages of the target bonus set forth in the Adjusted IBIT Performance Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT. The Adjusted IBIT Performance Bonus for any such year will be zero if the Adjusted IBIT achieved by the Company for such year is less than the threshold Adjusted IBIT for such year, and in no event will an Adjusted IBIT Performance Bonus for any such year be more than the maximum target bonus for such year even if the Adjusted IBIT achieved by the Company for such year exceeds the maximum Adjusted IBIT for such year.

Mr. Siegel is also entitled to receive an Annual Individual Goal Bonus up to a maximum of 37.5% of his base salary for such year based on meeting individual measurable objectives set by the Chief Executive Officer in consultation with Mr. Siegel, as determined by the Chief Executive Officer in his sole discretion; provided, however, if, in the sole discretion of the Chief Executive Officer, (y) Mr. Siegel meets at least 50% of such objectives, he shall be entitled to an Annual Individual Goal Bonus equal to not less than 18.75% of his base salary for such year and (z) Mr. Siegel meets less than 50% of such objectives, he shall not be entitled to receive any Annual Individual Goal Bonus for such year.

~~Mr.~~ Siegel’s individual goals for ~~2018~~2019 included: improving our core U.S. sales; refining the U.S. sales ~~organization, improving the alignment at retailers between divisions~~organization;re-focusing category management to strategic and ~~sales, developing innovation in all areas~~marketing orientation; reducing costs related to meetings and trade shows; establishing methods of the Company, fulfilling his responsibility for our trade shows and showrooms, including integration of Filament in certain trade shows while achieving cost savings, keeping the Board updated with respect toenhanced market research using research data analytics and reducing the costs of such market research to the Company; and enhancing brand development and coordination, and coordinating, developing, and delivering strategic plan presentations to our Board. The amount payable in connection with individual goals was subject to adjustment if our net incomesales strategies for ~~the year was less than $10 million.~~certain lines of business. Our Chief Executive Officer, in consultation with our Compensation Committee, evaluated Mr. Siegel’s achievement of his individual ~~performance objectives~~goals and determined that at least 50% of the ~~objectives~~goals were met.

For 2018, Mr. Siegel was awarded 14,000 shares of restricted stock, subject to an additional one year vesting period, based upon his attainment of at least 50% of his individual performance objectives. In determining the number of shares to award Mr. Siegel, our Compensation Committee considered the extent to which he achieved each of his individual goals, his extraordinary efforts in integrating Filament with the Company, and the additional vesting conditions imposed on the restricted stock. For the year ended December 31, 2018, Adjusted IBIT amounted to $11.464 million, which is less than the threshold Adjusted IBIT, resulting in no Adjusted IBIT bonus. The details of the results of Mr. Siegel’s full bonus payment opportunity (including individual target bonus opportunity) are provided in the table below.

Bonus Opportunity



Threshold


Target


Maximum


Actual
Bonus Paid⁽¹⁾


% of
Target

TOTAL
   $288,281    $576,563    $768,750    $126,840    22%

Individual
   96,094    192,188    192,188    126,840    66%

Adjusted IBIT
   192,188    384,375    576,563    -      0%

⁽¹⁾ ~~Based on the closing price per share on the date of grant of the restricted stock award for 14,000 shares.~~

~~Laurence Winoker~~

Mr. Winoker’s amended and restated employment agreement entitles Mr. Winoker to receive (a) an Annual Adjusted IBIT Performance Bonus at a target of 37.5% of his base salary based on an Adjusted IBIT Performance Bonus Table prepared by the Chief Executive Officer and the Chief Operating Officer and the annual budget reviewed and approved by our Board and (b) an Annual Individual Goal Bonus based on certain measurable objectives (discussed below for 2018). Pursuant to the amended and restated employment agreement, the threshold Adjusted IBIT for any such year would be 50% of the target Adjusted IBIT for such year which, if achieved, would entitle Mr. Winoker to receive 50% of the target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. Similarly, the maximum Adjusted IBIT for such year would be 150% of the target Adjusted IBIT for such year which, if achieved, would entitle Mr. Winoker to receive 200% of the target bonus for such year consistent with the Adjusted IBIT Performance Bonus Table for such year. The amended and restated employment agreement also provides that Mr. Winoker is entitled to receive sliding scale percentages of the target bonus set forth in the Adjusted IBIT Performance Table based upon Adjusted IBIT being more than the threshold Adjusted IBIT but less than the target Adjusted IBIT, or more than the target Adjusted IBIT but less than the maximum Adjusted IBIT. The amended and restated employment agreement also provides that the Adjusted IBIT Performance Bonus for any such year would be zero if the Adjusted IBIT we achieved for such year was less than the threshold Adjusted IBIT for such year, and in no event will an Adjusted IBIT Performance Bonus for any such year be more than the maximum target bonus for such year even if the Adjusted IBIT achieved by the Company for such year exceeds the maximum Adjusted IBIT for such year.

Mr. Winoker’s amended and restated employment agreement further entitles him to receive an Annual Individual Goal Bonus up to a maximum of 25% of his base salary for such year based on meeting individual measurable objectives set by the Chief Executive Officer and Chief Operating Officer. If Mr. Winoker satisfies at least 50% of such objectives, he is entitled to an Annual Individual Goal Bonus equal to at least 12.5% of his base salary for such year. If Mr. Winoker meets less than 50% of such objectives, he is not entitled to receive any Annual Individual Goal Bonus for such year.

Mr. Winoker’s individual goals for ~~2018~~2019 included: ~~successfully integrating Filament’s~~restructuring the Company’s accounting function to ensure accurate and ~~finance functions into those~~timely financial reporting and control, redesign of the ~~Company; improving~~Company’s internal management reports; redesign of the Company’s financial planning and analysis function to reflect the Company’s restructuring following the Filament acquisition; and ~~performing certain responsibilities related to~~assisting Mr. Kay in strengthening the Company’s investor ~~relations. The amount payable in connection with individual goals was subject to adjustment if our net income for the year is less than $10 million.~~relations program. Our Chief Executive Officer, in consultation with our Compensation Committee, evaluated Mr. Winoker’s achievement of his individual ~~performance objectives~~goals and determined that at least 50% of the ~~objectives~~goals were met.

● 2.0 times Mr. Winoker’s base salary as in effect at the date of termination payable over a period of 24 months from the date of termination;
ThePro-Rated Annual Bonus for the fiscal year in which termination occurs, payable at the same time as the Performance Bonus for such fiscal year would otherwise have been paid. The“Pro-Rated Annual Bonus” for a particular fiscal year is the amount equal to the annual bonus for
the fiscal year ~~in which the effective date of the termination occurs, payable at the same time as the Performance Bonus for such fiscal year~~that would ~~otherwise~~ have been ~~paid;~~payable to Mr. Winoker by the Company, as determined by the Board, if Mr. Winoker’s employment had not terminated during the year,pro-rated for the months during the year preceding the termination; and
●
~~2.0 times an amount equal to 62.5% of Mr. Winoker’s annual base salary in effect at the time of termination (such amount, the “Winoker Target Bonus”).~~
2.0 times an amount equal to 62.5% of Mr. Winoker’s annual base salary in effect at the time of termination (such amount, the “Winoker Target Bonus”), payable within 60 days following termination.
Mr. Winoker’s then-outstanding stock options ~~shall~~will immediately vest and become exercisable in their entirety and all restrictions on his shares of restricted stock ~~shall~~will immediately terminate, subject to the terms of the LTIP.
Termination Upon Expiration of Term
If ~~we do not offer~~Mr. Winoker’s employment is terminated by reason of our failure to renew the Winoker Amended and Restated Employment Agreement, outside the context of a Change of Control, then in addition to the Accrued Obligations, Mr. Winoker ~~beyond the initial term or any renewal term, upon the normal expiration of the initial term or any renewal term of his employment, as applicable, Mr. Winoker shall be entitled to~~will receive, conditioned ~~(except with respect to the Winoker Accrued Obligations) upon~~on his execution andnon-revocation of a release of all claims against the Company:
Reimbursement for certain medical and dental benefits set forth in the Winoker Amended and Restated Employment Agreement for a period of 12 months;
●
~~The Winoker Accrued Obligations;~~
●
~~Certain medical and dental benefits set forth in the Winoker Amended and Restated Employment Agreement for a period of 12 months;~~
●
An amount equal to Mr. Winoker’s base salary as in effect upon the expiration of the initial term or any renewal term of the Winoker Amended and Restated Employment Agreement, as applicable, payable over a period of 12 months from the expiration of the initial term or any renewal term, as applicable;
●
The Performance Bonus for the fiscal year in which the effective date of the termination occurs, payable at the same time as the Performance Bonus for such fiscal year would otherwise have been paid; and
●
Mr. Winoker’s then-outstanding stock options shall immediately vest and become exercisable in their entirety and all restrictions on shares of restricted stock granted by us to Mr. Winoker on which any restrictions shall not have terminated shall
An amount equal to Mr. Winoker’s base salary as in effect upon termination, payable over a period of 12 months from the date of termination; and
The annual bonus for the fiscal year in which the effective date of the termination occurs, payable at the same time as the annual bonus for such fiscal year would otherwise have been paid.
Mr. Winoker’s then-outstanding stock options will immediately vest and become exercisable and all restrictions on shares of restricted stock granted by us to Mr. Winoker will immediately terminate, subject to the terms of the LTIP.
Termination by the Company without ~~Cause;~~Cause or on Account ofNon-Renewal, Resignation by the Executive for Good Reason
in Connection with Certain Changes of Control
If, during the term of Mr. Winoker’s employment, ~~we undergo a Change of Control and either (i) upon or within two years thereafter,~~ Mr. Winoker is terminated by the Company without ~~cause,~~Cause, Mr. Winoker voluntarily terminates his employment for ~~good reason,~~Good Reason, or Mr. Winoker’s employment terminates upon expiration of the term following a notice ofnon-renewal provided by ~~us;~~us, in each case upon or ~~(ii)~~within two years following a Change of Control, then in addition to the Winoker Accrued Obligations, Mr. Winoker will be entitled to receive, conditioned upon his execution andnon-revocation of a release of all claims against the Company:
Reimbursement for certain medical and dental benefits set forth in the Winoker Amended and Restated Employment Agreement for a period of 12 months.
A cash payment equal to 200% of Mr. Winoker’s base salary in effect at the effective date of the Change of Control or if greater, 200% of Mr. Winoker’s base salary in effect at the effective date of termination, payable in a lump sum within 60 days following termination;
ThePro-Rated Performance Bonus for the fiscal year in which termination occurs, payable at the same time as the annual bonus for such fiscal year would otherwise have been paid; and
2.0 times the Winoker Target Bonus, using the greater of Mr. Winoker’s annual base salary in effect at the time of termination and annual base salary in effect at the time of the Change of Control, payable in a lump sum within 60 days following termination.
All of Mr. Winoker’s then-outstanding stock options will vest and become immediately exercisable and all restrictions on his shares of restricted stock will immediately terminate, subject to the terms of the LTIP.
In the event that Mr. Winoker’s employment is terminated by Mr. Winoker for Good Reason or by us without ~~cause, Mr. Winoker voluntarily terminates his employment for good reason,~~Cause or ~~Mr. Winoker’s employment terminates~~ upon expiration of the term following delivery of a notice ofnon-renewal provided by us, and in each case, within 90 days of the termination, we execute a definitive agreement to enter into
a transaction the consummation of which would result in a Change of Control and such transaction is actually consummated, then Mr. Winoker ~~shall~~will be entitled to receive ~~conditioned (except with respect~~a payment equal to the ~~Winoker Accrued Obligations) upon his execution andnon-revocation~~excess of the base salary severance payments that would have been due to him had he been terminated within two years following a Change of Control, less the amount of base salary severance payments already paid to him. Additionally, in the event that termination is on account of our delivery of a ~~release~~notice of ~~all claims against~~non-renewal, Mr. Winoker will be entitled to receive two times the ~~Company:~~
●
~~The Winoker Accrued Obligations;~~
●
~~A cash payment equal to 200% of Mr. Winoker’s annual base salary in effect at~~Winoker Target Bonus within 60 days following the ~~effective~~ date ~~of the Change of Control or if greater, 200% of Mr. Winoker’s base salary in effect at the effective date of termination;~~
●
~~ThePro-Rated~~ ~~Performance Bonus for the fiscal year in which the effective date of the termination occurs, payable at the same time as the Performance Bonus for such fiscal year would otherwise have been paid;~~
●
~~2.0 times the Winoker Target Bonus payable within 60 days of termination; and~~
●
~~Certain medical and dental benefits set forth in his amended and restated employment agreement for a period of 12 months.~~
All of Mr. Winoker’s then-outstanding stock options shall vest and become immediately exercisable and all restrictions on his shares of restricted stock shall immediately terminate, subject to the terms of the ~~LTIP.~~ Change of Control.
If ~~however,~~ all or any portion of the payments and benefits would constitute a “parachute payment” within the meaning of Section 280G of the Code (or a similar or successor provision), we ~~shall~~will reduce such payments to the extent necessary so that (i) no portion thereof ~~shall~~will be subject to the excise tax imposed by Section 4999 of the Code (or a similar or successor provision) and (ii) by reason of such reduction, the netafter-tax benefit to Mr. Winoker ~~shall~~will exceed the netafter-tax benefit to him if such reduction were not made.
Pay Ratio
In accordance with Item 402(u) of RegulationS-K, the Company is providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Robert Kay, our Chief Executive Officer (our “CEO”) in fiscal ~~2018:~~2019:

●
~~The median of annual compensation of all employees excluding the CEO - $36,248.78~~
●
~~The annual total compensation of the CEO in 2018 - $3,446,450~~
●
~~The ratio of the CEO’s annual total compensation to the median employee’s compensation – 95.1:1~~
The median of annual compensation of all employees excluding the CEO—$34,654.82
The annual total compensation of the CEO in 2019 – $3,004,661.00
The ratio of the CEO’s annual total compensation to the median employee’s compensation – 86.7:1
In order to determine the median employee from a compensation perspective, the Company collected cash compensation (salary and cash bonuses) paid in ~~2018~~2019 for all employees worldwide that were compensated during ~~2018,~~2019, as of December 31, ~~2018~~2019 (the “determination date”). For those employees compensated in foreign currencies, exchange rates atyear-end were used to convert their compensation into U.S. dollars. To determine the ratio disclosed above, the Company calculated the median employee’s compensation for fiscal ~~2018~~2019 in accordance with the rules applicable to the compensation elements included in the Summary Compensation Table and compared such compensation to the ~~annualized~~ compensation of our CEO, Mr. Robert ~~Kay. Mr.~~ Kay served as the Company’s CEO beginning on March 2, 2018. The annualized compensation of our CEO was calculated based on the annualized salary and annualized additional compensation components of the CEO as reportedset forth in the Summary Compensation Table.
Proposal No. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ~~2019~~2020

Our Audit Committee appointed the firm of Ernst & Young LLP (“Ernst & Young”) as the independent registered public accounting firm to audit our financial statements for the fiscal year ~~ended~~ending December 31, ~~2019.~~2020. Ernst & Young has audited our financial statements since 1984.
Our Audit Committee has adopted a policy that requires advance approval of all audit, audit-related and tax services and other services performed by the independent auditor. The policy provides forpre-approval by our Audit Committee of specifically defined audit andnon-audit services. Unless the specific service has been previouslypre-approved with respect to that year, our Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. Our Audit Committee has delegated to the Chair of the Audit Committee authority to approve permitted services costing up to $50,000 provided that the Chair reports any decisions to the Audit Committee at its next scheduled meeting.
The following table sets forth fees paid or payable to Ernst & Young for services provided in each of the years ended December 31, 2018 and ~~2017:~~2019:



2018



2017

Audit fees
               $2,277,400                                    $1,880,500⁽¹⁾
Audit-related fees
   390,000                        281,000
Tax fees
   877,915                        660,000
All other fees
   2,000                        2,000
TOTAL
   $3,547,315                        $2,823,500
⁽¹⁾
~~Audit fees reported for 2017 have been adjusted for fees that were not finalized at the time of the filing date of the Company’s proxy statement for the 2018 Annual Meeting of Stockholders.~~


2019


2018

Audit fees
     $ 1,832,500      $ 2,277,400
Audit-related fees
     0      390,000
Tax fees
     185,696      877,915
All other fees
     3,000      2,000
TOTAL
     $ 2,021,196      $ 3,547,315
Audit fees
Audit fees are fees paid to Ernst & Young for the annual audit of our financial statements, the quarterly reviews of our financial statements included in our Forms10-Q, fees related to our annual audit of internal controls over financial reporting, statutory audit fees and fees for regulatory filings.
Audit-related fees
Audit related fees are fees paid to Ernst & Young for assurance and related services that are related to the performance of the audit or review of the financial statements but not reported as audit fees as well as other audit and due diligence procedures in connection with acquisitions or dispositions.
Tax fees
Tax fees are billed for services rendered for tax compliance including the preparation of tax returns and tax advisory services.
All other fees
All other fees consist of fees paid to Ernst & Young for access to Ernst & Young’s online accounting research tool.
In making its appointment of Ernst & Young to audit our financial statements for the fiscal year ending December 31, ~~2019,~~2020, our Audit Committee reviewed past audit, audit related and othernon-audit services performed during ~~2018.~~2019. In selecting Ernst & Young, our Audit Committee carefully considered their independence. Our Audit Committee has determined that the performance of suchnon-audit services did not impair the independence of Ernst & Young.
Ernst & Young has confirmed to our Audit Committee that it is in compliance with all rules, standards and policies of the Public Company Accounting Oversight Board and the SEC governing auditor independence.
If the stockholders do not ratify this appointment, our Audit Committee will reconsider whether to retain Ernst & Young, but may ultimately decide to retain them. Any decision to retain Ernst & Young or another independent registered public accounting firm will be made by the Audit Committee and will not be resubmitted to stockholders. In addition, even if stockholders ratify the appointment of Ernst & Young, the Audit Committee retains the right to appoint a different independent registered public accounting firm for fiscal ~~2019~~2020 if it determines that it would be in the Company’s and its stockholders’ best interests.
Representatives of Ernst & Young are expected to be ~~present~~available to respond to appropriate questions of stockholders at the Annual Meeting and will have the opportunity to make a statement at the Annual Meeting if they ~~desire and to respond to appropriate questions of stockholders.~~desire.
Our Board and Audit Committee unanimously recommend that stockholders vote FOR
the ratification of the appointment of Ernst & Young.
AUDIT COMMITTEE REPORT

The Audit Committee of our Board of Directors (the “Audit Committee”) reviewed and discussed the consolidated financial statements of the Company and our subsidiaries that are set forth in our ~~2018~~2019 Annual Report to Stockholders and in Item 8 of our Annual Report on Form10-K for the year ended December 31, ~~2018~~2019 with our management and with Ernst & Young LLP, our independent registered public accounting firm.
Our Audit Committee discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standard No. 1301, Communications with Audit Committees, as amended, which includes, among other items, matters relating to the conduct of an audit of our financial statements and the adequacy of internal controls.
Our Audit Committee received the written disclosures and the letter from Ernst & Young LLP required by Rule 3256 of the Public Company Accounting Oversight Board, Communications Concerning Independence, and discussed with Ernst & Young LLP that firm’s independence from the Company. The Committee concluded that the provision by Ernst & Young LLP ofnon-audit services, including tax preparation services, to the Company is compatible with its independence.
Based on the review and discussions with our management and with Ernst & Young LLP, referred to above, our Audit Committee recommended to our Board that we publish the consolidated financial statements of the Company and our subsidiaries for the year ended December 31, ~~2018~~2019 in our Annual Report on Form10-K for the year ended December 31, ~~2018.~~2019.

The Audit Committee
Michael J. Regan – Chair
John Koegel
~~Cherrie Nanninga~~Dennis E. Reaves
CERTAIN RELATIONSHIPS
Certain relatives of Jeffrey Siegel, our Executive Chairman, are employed by us, as follows:

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Clifford Siegel, a son of Jeffrey Siegel, is employed by us as our Executive Vice-President – Global Supply Chain. His compensation in 2018 included earned cash compensation of $535,056, a grant of 4,000 restricted shares of our common stock, and a grant of 4,000 performance share awards.
Clifford Siegel, a son of Jeffrey Siegel, is employed by us as our Executive Vice-President – Global Supply Chain. His compensation in 2019 included earned cash compensation of $528,025, a grant of 12,000 restricted shares of our common stock, and a grant of 4,000 performance share awards.

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~~James Wells, ason-in-law~~ of Jeffrey Siegel, is employed by us as our Executive Vice-President and President of the Kitchenware Division. His compensation in 2018 included earned cash compensation of $484,600, a grant of 2,500 restricted shares of our common stock, and a grant of 2,500 performance share awards.
James Wells, ason-in-law of Jeffrey Siegel, is employed by us as our Executive Vice-President and President of the Kitchenware Division. His compensation in 2019 included earned cash compensation of $460,000, a grant of 4,500 restricted shares of our common stock, and a grant of 2,500 performance share awards.
As previously described, Jeffrey Siegel is also the father of Daniel Siegel, who is an NEO, and a cousin of Craig Phillips, who is a director. Other than these employment relationships, there were no transactions with related persons requiring disclosure pursuant to Item 404 of RegulationS-K.
RELATED-PARTY TRANSACTIONS
Our policies and procedures regarding transactions with related persons are set forth in writing ~~in our Code of Ethics, as supplemented by the Code of Conduct, which requires~~and require that our Audit Committee must review and approve any “related party” transaction, as defined in Item 404(a) ofRegulation S-K, before it is consummated. The Audit Committee of our Board is responsible for reviewing such policies and procedures pursuant to its charter, which states that the
Audit Committee will “review and approve all related-party transactions required to be disclosed according to SEC RegulationS-K, Item 404, and discuss with management the business rationale for the transactions and whether appropriate disclosures have been made.” We also attempt to identify related party transactions each year by requiring directors and executive officers to complete a questionnaire that provides relevant information to assist in identifying such transactions.
DELINQUENT SECTION ~~16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors and officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of any of our equity securities. During 2019, the following persons failed to file a Form 4 on a timely basis:
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Daniel Siegel: One transaction occurring on June 10, 2019 was reported late on July 1, 2019.
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Jeffrey Siegel: Three transactions, occurring on June 9, 2019, June 10, 2019 and June 22, 2019, respectively, were reported late on July 1, 2019.
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Laurence Winoker: Three transactions, occurring on June 9, 2019, June 10, 2019 and June 22, 2019, respectively, were reported late on July 1, 2019.
Based solely upon a review of copies of such reports ~~furnished to~~filed with the ~~Company~~SEC through the date hereof and written representations as to ~~transactions consummated~~Forms 5 by the Company’s executive officers, directors and 10% stockholders during the year, we believe that, with the exception of the persons named above, all Section 16 filing requirements applicable to our executive officers, directors and 10% stockholders were complied with during ~~2018.~~2019.
Proposal No. 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Company is providing stockholders with an advisory(non-binding) vote on the overall compensation of the Company’s named executive officers.
As described in detail under the heading “Compensation Discussion and Analysis – Compensation Philosophy and Objectives,” the Company’s compensation program has been designed to attract, reward and retain capable executives and to provide incentives for the attainment of short-term performance objectives and strategic long-term performance goals. A strong link between compensation and performance provides incentives for achieving short-term and long-term financial and business objectives and increasing the value of the Company’s common stock, thereby increasing value to the Company’s stockholders. The Company is committed to tying pay to performance. Reflecting this commitment, upon the recommendation of the Compensation Committee, in 2015 the Board of Directors restructured the Company’s historical annual equity compensation program to be a program generally consisting of a mix of ~~50%~~ time-based restricted stock awards and ~~50%~~ performance-based stock awards. The performance shares provide an opportunity for shares to be earned at the end of a three-year performance period ifpre-established financial goals are met. The Company also uses ~~other~~ selected performance measures for the ~~2018~~2019 Annual Bonuses awarded pursuant to the Company’s Amended and Restated 2000 Incentive Bonus Compensation Plan and each executive’s employment agreement. Please read the “Compensation Discussion and Analysis” for additional details about the Company’s executive compensation programs, including information about the fiscal year ~~2018~~2019 compensation of the Company’s named executive officers.
The Board requests stockholders indicate their support of the named executive officers’ compensation as described in this Proxy Statement. This proposal, commonly known as a“say-on-pay” proposal, gives the Company’s stockholders the opportunity to express their views on the Company’s named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, the Board asks its stockholders to voteFOR the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the ~~2019~~2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission in accordance with Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, the ~~2018~~2019 Summary Compensation Table and other related tables and disclosures.”
The“say-on-pay” vote is advisory and therefore not binding on the Company, the Compensation Committee or the Board of Directors. The Board of Directors and Compensation Committee, which is comprised entirely of independent directors, value the opinions of ~~its~~our stockholders and to the extent there are any significant votes against any named executive officer compensation as disclosed in this Proxy Statement, the Board will consider stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. The“say-on-pay” vote is proposed annually, and will be on the ballot for the ~~2020~~2021 Annual Meeting of Stockholders.
Our Board of Directors unanimously recommends that stockholders vote FOR the approval of the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.
Proposal No. 4
APPROVAL OF AN AMENDMENT AND RESTATEMENT OF
THE COMPANY’S AMENDED AND RESTATED 2000 LONG-TERM INCENTIVE PLAN
Subject to stockholder approval, our Board of Directors has approved an amendment and restatement of the Company’s Amended and Restated 2000 Long-Term Incentive Plan (the “Plan”). The principal changes included in the amended and restated Plan are:
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An increase in the number of shares of our common stock for which awards may be granted under the amended and restated Plan by 850,000 shares so that the aggregate number of shares issuable under the amended and restated Plan since the Plan’s inception is equal to 7,037,500;
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Additional revisions to account for certain changes to Section 162(m) of the Code made by the Tax Cut and Jobs Act enacted in December 2017, which generally eliminated the performance-based compensation exception under Section 162(m) of the Code; and
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Corresponding and appropriate clarifying changes and updates.
The proposed amended and restated Plan is set forth as Appendix B to this Proxy Statement. The discussion of the amended and restated Plan that follows is intended to provide only a summary of the principal features of the amended and restated Plan and is in all respects qualified by, and subject to, the actual terms and provisions of the attached amended and restated Plan.
Stockholder approval of the amended and restated Plan is being sought in order to (i) meet Nasdaq listing requirements and (ii) allow for incentive stock options to meet the requirements of the Code. If our stockholders approve the amended and restated Plan, awards granted on or after June 25, 2020 will be governed by the terms of the amended and restated Plan. Awards previously granted under the Plan will continue to be governed by the applicable terms of the Plan and award agreements, and the Compensation Committee will administer such awards in accordance with the Plan, without giving effect to the amendments made pursuant to the amended and restated Plan. If our stockholders do not approve the amended and restated Plan, the increase in shares available for issuance under the amended and restated Plan and other changes described above will not be given effect, and the Plan will remain in effect according to its terms.
INCREASE OF SHARES AVAILABLE FOR AWARD
In 2018, an amendment was made to the Plan to increase the aggregate limit on the number of shares of our common stock for which awards may be granted under the Plan (since its inception) to 6,187,500 shares of our common stock. Prior to this amendment, the Plan provided that awards could be granted for no more than 5,287,500 shares of our common stock. If approved, the amended and restated Plan will increase the number of shares of our common stock for which awards may be granted by 850,000 shares to 7,037,500 shares, subject to the adjustment provisions of the amended and restated Plan.
As of December 31, 2019, the number of shares available for which awards may be granted under the Plan was 337,230 shares (assuming maximum performance of performance-based awards outstanding). Subsequent to December 31, 2019, and prior to April 20, 2020, options to purchase 22,675 shares of common stock were cancelled, expired or otherwise terminated without issuance of shares, restricted stock and deferred stock in respect of 58,507 shares in the aggregate were forfeited (including shares underlying performance share awards for the performance period ending on
December 31, 2019 to the extent that performance was not achieved) and awards in respect of an aggregate of 225,285 shares (comprised solely of restricted stock) were granted under the Plan.
As of April 20, 2020, 193,127 shares were available for awards granted under the Plan, assuming maximum performance of performance-based awards, and 357,287 shares were available for awards granted under the Plan, assuming target performance of performance-based awards.
Our Board of Directors believes that this amount is not sufficient for future grants in light of our compensation structure and strategy. If this Proposal 4 is approved by our stockholders at the Annual Meeting, the maximum aggregate number of shares for which awards may be granted under the amended and restated Plan (since inception of the Plan) will be 7,037,500, subject to certain adjustments as provided in the amended and restated Plan. As further described below, awards made under the Plan and awards which are made under the amended and restated Plan, which are forfeited, terminated, surrendered, cancelled or have expired, will be disregarded for purposes of this limit.
When deciding on the number of shares to be available for awards under the amended and restated Plan, our Compensation Committee considered a number of factors, including the Company’s compensation structure and strategy, the number of shares currently available under the Plan, our past share usage, the number of shares needed for future grants, and input from our stockholders.
GOVERNANCE ASPECTS OF THE AMENDED AND RESTATED PLAN
The amended and restated Plan includes several provisions that promote good governance. These features include the following:
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Options may not be granted with exercise prices lower than the market value of the underlying stock at the time of grant.
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The Compensation Committee is not permitted to reprice options and stock appreciation rights (“SARs”) without stockholder approval.
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There is no “evergreen” feature; rather, stockholder approval is required to increase the number of shares available for grant under the plan.
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Shares withheld for taxes or payment of option exercise prices are not available for future grant.
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Taxgross-ups are not provided.
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There is a limit on the maximum number of shares that may be subject to awards granted under the amended and restated Plan during any calendar year to anynon-employee director equal to 150,000 shares (subject to adjustment), and a limit on the maximum number of shares that may be subject to awards granted under the amended and restated Plan during any calendar year to any other participant equal to 500,000 shares (subject to adjustment). In the case of awards that may be settled in cash, the maximum amount that may be paid to any participant during any calendar year is the greater of the fair market value of 500,000 shares (subject to adjustment) on the date of grant or the date of settlement of the award.
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There is aone-year minimum vesting period for all awards granted under the amended and restated Plan, so that at the time of grant, the terms of awards granted under the amended and restated Plan must provide for a vesting period of not less than one year, except in the event of a participant’s death or disability, or in the event of a change in control. Awards covering up to 5% of the shares subject to the share reserve under the amended and restated Plan as of the effective date of the amended and restated Plan may be granted without regard to this minimum vesting requirement, and awards granted tonon-employee directors on the date of an annual stockholders’ meeting satisfy this requirement if they provide for vesting at the stockholders’ meeting immediately following the grant date.
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Dividends on restricted stock awards and dividend equivalents granted with respect to deferred stock and other awards may vest and be paid only if and to the extent that the related restricted stock awards, deferred stock or other awards vest and become payable.
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The grant of dividend equivalents in connection with stock options and SARs is expressly prohibited.
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The term of stock options and SARs granted under the amended and restated Plan is expressly limited to ten years from the date of grant.
PURPOSE OF THE AMENDED AND RESTATED PLAN
The purpose of the amended and restated Plan is to provide a means to attract, retain, motivate and reward selected directors, officers, employees, consultants and certain service providers of the Company and its affiliates and to increase their ownership interests in the Company. Such directors, officers and employees as well as persons who provide consulting or other services to the Company or its affiliates deemed by the Compensation Committee to be of substantial value to the Company or its affiliates are eligible to be granted awards under the amended and restated Plan. As of the date of this Proxy Statement, tennon-employee directors, four executive officers and approximately 1,376 other employees could be eligible to participate in the amended and restated Plan. Under current Company practice, we do not grant equity awards to consultants and other service providers. In addition, persons who have been offered employment by or have agreed to become a director of the Company or its affiliates, and persons employed by any entity that the Compensation Committee reasonably expects to become a subsidiary of the Company are also eligible to be granted awards under the amended and restated Plan, and as of the date of this Proxy Statement, no such persons were eligible to participate in the amended and restated Plan.
Because our executive officers andnon-employee directors are eligible to receive awards under the amended and restated Plan, they may be deemed to have a personal interest in the approval of this Proposal.
LIMITS UNDER THE AMENDED AND RESTATED PLAN
As noted above, subject to stockholder approval, the amended and restated Plan will limit the aggregate number of shares of stock for which awards may be granted under the amended and restated Plan (including awards granted under the Plan since its inception) to 7,037,500 shares, subject to certain adjustments as provided in the amended and restated Plan.
Awards granted under the Plan and awards granted under the amended and restated Plan, which are forfeited, terminated, surrendered, cancelled or have expired, shall be disregarded for purposes of this limit. Shares of stock shall not again be available for award if such shares are surrendered or withheld as payment either of the exercise price of an option or SAR or of withholding taxes in respect of the exercise, settlement or payment of, or the lapse of restrictions with respect to, any award. Shares purchased in the open market with proceeds from option exercises shall not be available for award. The exercise or settlement of an SAR shall reduce the shares of stock available under the amended and restated Plan by the total number of shares to which the exercise or settlement of the SAR relates, not just the net amount of shares actually issued upon exercise or settlement. Awards settled solely in cash shall not reduce the number of shares of stock available for issuance under the amended and restated Plan. Any shares subject to an option (or portion thereof) that is cancelled upon exercise of a tandem SAR when settled wholly or partially in shares shall to the extent of such settlement in shares be treated as if the option itself had been exercised and such shares shall no longer be available for award.
During any calendar year, no participant may be granted awards that may be settled by delivery of more than 500,000 shares of stock, subject to certain adjustments as provided in the amended and restated Plan. With respect to awards that may be settled in cash (in whole or in part), no participant may be paid during any calendar year cash amounts relating to such awards that exceed the greater of the fair market value of 500,000 shares (subject to certain adjustments as provided in the amended and restated Plan) at the date of grant or the date of settlement of the award. In addition, during any
calendar year, no participant who is anon-employee director may be granted awards that may be settled by delivery of more than 150,000 shares of stock in the aggregate, subject to certain adjustments as provided in the amended and restated Plan.
ADMINISTRATION OF THE PLAN; AMENDMENT AND TERMINATION
Unless otherwise determined by our Board of Directors, our Compensation Committee administers the amended and restated Plan and has the authority to:
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Select persons to whom awards may be granted;
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Determine the type or types of awards to be granted to each such person;
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Determine the terms and conditions of awards (including, any exercise price, grant price or purchase price, any restriction or condition, any schedule for lapse of restrictions or conditions relating to transferability or forfeiture, vesting, exercisability or settlement of an award, and performance conditions relating to an award);
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Accelerate vesting of any award in connection with a participant’s death, retirement, disability or involuntary termination of employment or service, in the event of a change in control or a corporate transaction or event, or in other circumstances as the Compensation Committee deems appropriate;
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Determine whether, to what extent and under what circumstances an award may be settled, or the exercise price of an award may be paid in cash, stock, other awards, or other property, or an award may be canceled, forfeited or surrendered;
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Determine whether, to what extent and under what circumstances cash, stock, other awards or other property payable with respect to an award will be deferred either automatically, at the election of the Compensation Committee or at the election of the participant, consistent with Section 409A of the Code;
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Determine the restrictions, if any, to which stock received upon exercise or settlement of award shall be subject and condition the delivery of such stock upon the execution by the participant of any agreement providing for such restrictions;
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Prescribe the form of each award agreement;
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Adopt, amend, suspend, waive and rescind such rules and regulations and appoint such agents as the Compensation Committee may deem advisable to administer the amended and restated Plan;
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Correct any defect or supply any omission or reconcile any inconsistency in the amended and restated Plan and to interpret the amended and restated Plan and any award, rules and regulations, award agreement or other instrument thereunder; and
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Make all other decisions as may be required under the terms of the amended and restated Plan or as the Compensation Committee may deem necessary or advisable for the administration of the amended and restated Plan.
Any action of the Compensation Committee with respect to the amended and restated Plan is final, conclusive and binding on all persons. Our Board will perform the functions of the Compensation Committee for purposes of granting awards to directors who serve on the Compensation Committee.
Unless the Board determines otherwise, the committee administering the amended and restated Plan shall be comprised of solely not less than two members who each qualify as (i) a“Non-Employee Director” within the meaning of Rule16b-3(b)(3) of the Exchange Act and (ii) an “independent director,” as determined in accordance with the independence standards established by Nasdaq.
The amended and restated Plan may be amended, altered, suspended, discontinued, or terminated by our Board without stockholder approval unless such approval is required by law or regulation or under the rules of any stock exchange or automated quotation system on which our common stock is then listed or quoted. Stockholder approval will not be deemed to be required under laws or regulations that
condition favorable tax treatment on such approval, although our Board may, in its discretion, seek stockholder approval in any circumstances in which it deems such approval advisable. No such action by our Board may materially impair the rights of a participant under any outstanding award.
The Compensation Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue, or terminate, any award previously granted. However, subject to the adjustment provisions of the amended and restated Plan, no such action may materially impair a participant’s rights without the participant’s consent.
TYPES OF AWARDS
Awards under the amended and restated Plan may take the form of:
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Options to purchase shares of common stock, including incentive stock options (“ISOs”),non-qualified stock options or both;
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Stock appreciation rights, whether in conjunction with the grant of stock options or independent of such grant, or stock appreciation rights that are only exercisable in the event of a change in control of the Company;
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Restricted stock, consisting of shares that are subject to forfeiture based on the failure to satisfy employment-related restrictions;
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Deferred stock, representing the right to receive shares of stock in the future;
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Bonus stock and awards in lieu of cash compensation;
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Dividend equivalents, consisting of a right to receive cash, other awards, or other property equal in value to dividends paid with respect to a specified number of shares of common stock; or
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Other awards not otherwise provided for, denominated or payable in, or based upon or related to the common stock and factors which may influence the value of common stock.
Awards granted under the amended and restated Plan are generally not assignable or transferable except by the laws of descent and distribution; however, the amended and restated Plan provides that awards and rights (other than ISOs and SARs in tandem therewith) may be transferred during a participant’s lifetime to the participant’s spouse, children or grandchildren (including adopted and step children or grandchildren), parents, grandparents, and siblings, as permitted by the Compensation Committee. In addition, the same awards and rights may also be transferred to a trust for the benefit of the participant or a family member listed in the previous sentence; to a partnership, limited liability company, or corporation that is wholly owned by one or more of participant or the family members listed in the previous sentence; or to a charitable organization. Such transfers, if any, are conditioned on the requirement that the permitted assignee be bound by and subject to the terms of the amended and restated Plan and any applicable award agreement, and that the participant remain bound by the terms and conditions of the amended and restated Plan.
Options
The Compensation Committee is authorized to grant options to purchase stock. The Compensation Committee will determine the exercise price per share of stock purchasable under an option, the time and method of exercise, and the period during which options shall be exercisable following the termination of the participant’s employment or service relationship with the Company. The exercise price may not be less than 100% of the fair market value of such stock on the grant date of the option, and the term of options may not be more than ten years from the date of grant. The Compensation Committee determines the method by which the exercise price may be paid and the form of such payment, which may include cash, stock, other awards, or other property, to the extent permitted by the terms of the amended and restated Plan. The Compensation Committee may grant options that would afford the participant favorable treatment under the applicable tax laws, including, but not limited to ISOs. ISOs may only be granted to employees of the Company or parent or subsidiary corporation of the Company (as defined by Section 422 of the Code).
Stock Appreciation Rights
The Compensation Committee is authorized to grant SARs. An SAR shall confer on the participant to whom it is granted a right to receive, upon exercise thereof, the excess of the fair market value of one share of stock on the date of exercise over the exercise price of the SAR as determined by the Compensation Committee as of the grant date of the SAR, which, except with respect to tandem awards, shall not be less than the fair market value of one share on the grant date of the SAR. The Compensation Committee will determine the conditions to the exercisability of the SAR, including the times at which an SAR may be exercised in whole or in part, the method of exercise, method of settlement, form of consideration payable in settlement, method by which stock will be delivered or deemed to be delivered, whether or not an SAR shall be in tandem with any other award, and any other terms of any SAR. The term of an SAR may not be more than ten years from the date of grant.
Restricted Stock
The Compensation Committee is authorized to grant restricted stock. Restricted stock shall be subject to restrictions on transferability and any other restrictions that the Compensation Committee may impose. Except as restricted by the amended and restated Plan or any award agreement related to the restricted stock, a participant granted restricted stock shall have all the rights of a stockholder.
Except as otherwise determined by the Compensation Committee, restricted stock shall be forfeited and reacquired by us upon termination of employment or service during the applicable restriction period; provided, however, that the Compensation Committee may provide by rule or regulation, in an award agreement or determine in any individual case, that restrictions or forfeiture conditions related to restricted stock will be waived in whole or in part in the event of termination resulting from specific causes. Dividends paid on restricted stock shall be either paid in cash or in shares of unrestricted stock having a fair market value equal to the amount of such dividends, or the payment of such dividends shall be deferred and/or the amount or value thereof automatically reinvested in additional restricted stock, other awards or other investment vehicles. However, dividends with respect to restricted stock shall vest and be paid only if and to the extent the underlying shares of restricted stock vest and are paid.
Deferred Stock
The Compensation Committee is authorized to grant units representing the right to receive stock at a future date. Such deferred stock shall be subject to restrictions that the Compensation Committee may impose. Except as otherwise determined by the Compensation Committee, upon termination of employment or service during the applicable deferral period or portion thereof to which forfeiture conditions apply, all deferred stock that is at the time subject to such forfeiture conditions shall be forfeited; provided, however, that the Compensation Committee may provide by rule or regulation or in an award agreement or determine in any individual case, that restrictions or forfeiture conditions related to deferred stock will be waived in whole or in part in the event of termination resulting from specific causes.
Bonus Stock and Awards in Lieu of Cash Obligations
The Compensation Committee is authorized to grant stock as a bonus, or to grant stock or other awards in lieu of our obligations to pay cash under other plans or compensatory arrangements.
Dividend Equivalents
The Compensation Committee is authorized to grant awards entitling the participant to receive cash, stock, other awards, or other property equal in value to dividends paid with respect to a specified number of shares of stock (“Dividend Equivalents”). Dividend Equivalents may be awarded on a free standing basis or in connection with another award; provided that, Dividend Equivalents may not accrue or be paid with respect to shares subject to stock options or SARs. The Compensation
Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional stock, awards or other investment vehicles, and subject to any restrictions on transferability and risks of forfeiture, as the Compensation Committee may specify. However, Dividend Equivalents granted in connection with an award shall vest and be paid only if and to the extent that the underlying shares subject to the award vest and are paid.
Other Stock-Based Awards
Subject to applicable law and the terms of the amended and restated Plan, the Compensation Committee is authorized to grant such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, stock and factors that may influence the value of the stock, as deemed by the Compensation Committee to be consistent with the purposes of the amended and restated Plan, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into stock, purchase rights for stock, awards with value and payment contingent upon performance of the Company or any other factors designated by the Compensation Committee and awards valued by reference to the book value of stock or the value of securities of or the performance of specified subsidiaries of the Company. The Compensation Committee shall determine the terms and conditions of such awards. Cash awards, as an element of, or supplement to any other award under the amended and restated Plan may be granted under the amended and restated Plan.
Performance-Based Awards
The Compensation Committee may, in its discretion, determine that an award granted to an employee will be contingent upon achievement ofpre-established performance objectives in accordance with certain provisions of the amended and restated Plan (“Performance Awards”). The performance objectives for Performance Awards will consist of one or more business criteria and a targeted level or levels of performance with respect to such criteria, as specified by the Compensation Committee. The Compensation Committee may determine that Performance Awards will be granted, exercised, and/or settled upon achievement of any one performance objective or that two or more of the performance objectives must be achieved as a condition to grant, exercise, and/or settlement of such Performance Awards. Business criteria used by the Compensation Committee in establishing performance objectives for Performance Awards will be selected from among the following criteria, or any such other criteria determined by the Compensation Committee in its sole discretion, which in either case may be applied to the Company, on a consolidated basis, and/or for specified subsidiaries, divisions, or other business units of the Company (where the criteria are applicable):
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Return on capital;
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Earnings or earnings per share (which earnings may include equity in earnings of investees, and may be determined without regard to interest, taxes, depreciation, and/or amortization);
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Cash flow provided by operations;
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Increase in stock price;
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Changes in annual revenues;
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Net sales;
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Total shareholder return;
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Inventory control measures;
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Internet sales, including as it relates to total or net sales; and/or
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Strategic business criteria, consisting of one or more objectives based on meeting specified revenue; market penetration; geographic business expansion goals; cost targets; and goals relating to acquisitions or divestitures.
The levels of performance required with respect to business criteria may be expressed in absolute or relative levels. Performance objectives may differ for Performance Awards granted to different participants. Performance objectives, amounts payable upon achievement of such objectives, the
applicable performance period and other material terms of Performance Awards will be established by the Compensation Committee. In addition, the Compensation Committee will specify the circumstances in which Performance Awards will be paid or forfeited in the event of termination of employment by the participant prior to the end of a performance period or settlement of Performance Awards.
To the extent applicable, unless the Compensation Committee decides otherwise, the determination of achievement of performance objectives for Performance Awards will be made in accordance with U.S. generally accepted accounting principles (“GAAP”) and a manner consistent with the methods used in the Company’s audited financial statements. Unless the Compensation Committee decides otherwise, the determination of achievement of performance objectives for Performance Awards shall be made without regard to (i) changes in accounting methods,(ii) non-recurring acquisition expenses and restructuring charges; or (iii) other costs or charges associated with refinancings, write-downs, impairments, closures, consolidations, divestitures, strategic initiatives, and items associated with acquisitions, including but not limited to, earn-outs and bargain purchase gains. In calculating earnings or earnings per share, the Compensation Committee may provide that such calculation shall be made on the same basis as reflected in a release of the Company’s earnings for a previously completed period as specified by the Compensation Committee. In setting the performance objectives, the Compensation Committee may provide for adjustments in respect of unusual or infrequently occurring items determined in accordance with applicable accounting standards, adjustments for equity compensation expenses, and such other adjustments as it deems appropriate. The Compensation Committee, in its sole discretion, may, after Performance Awards have been granted, make adjustments to the performance criteria applicable to the Performance Awards, the amounts payable in respect of the applicable performance criteria, and performance results, to the extent consistent with the terms of the applicable award agreement.
Minimum Vesting
At the time of grant, the terms of awards granted under the amended and restated Plan will provide that the awards will not vest prior to theone-year anniversary of the date of grant, except as may be provided in the event of a participant’s death or disability, or in the event of a change in control. However, awards covering up to 5% of the shares subject to the share reserve under the amended and restated Plan as of the effective date of the amended and restated Plan may be granted without regard to this minimum vesting requirement. In addition, awards granted tonon-employee directors on the date of an annual stockholders’ meeting satisfy this requirement if they provide for vesting at the annual stockholders’ meeting immediately following the grant date.
Change in Control
The amended and restated Plan includes a double trigger change in control provision. Notwithstanding anything in the amended and restated Plan to the contrary, the following provisions will apply on a change in control.
An award shall not vest upon the occurrence of a change in control and shall continue to the extent qualifying as a Replacement Award. A “Replacement Award” includes an outstanding award that continues upon and after the occurrence of a change in control and an award provided to a participant in replacement of an outstanding award in connection with a change in control satisfying the following conditions:
●
It has a value at least equal to that of the replaced award;
●
It relates to publicly traded equity securities of the Company or its successor in the change in control or another entity affiliated with the Company or its successor following the change in control;
●
Its other terms and conditions are not less favorable to the participant than the terms and conditions of the replaced award; and
●
Upon an involuntary termination of employment or separation from service of a participant by the Company other than for cause (as defined in the amended and restated Plan) (and not due to disability), or a voluntary termination of employment or service by the participant for good reason (as defined in the amended and restated Plan to the extent applicable), occurring on or during the 24 months after the change in control, the Replacement Award, to the extent not vested and unrestricted as of such termination of employment or separation from service, shall become fully vested and (if applicable) exercisable and free of restrictions.
If a Replacement Award is not provided to a participant upon the occurrence of a change in control, or, except as otherwise determined by the Compensation Committee, if a change in control occurs following an involuntary termination of employment or separation from service of a participant by the Company other than for cause (and not due to disability), or a voluntary termination of employment or separation from service for good reason by the participant, occurring (i) at the request of a third party taking steps reasonably calculated to effect such change in control or (ii) otherwise in contemplation of and within 180 days before such change in control, then:
●
Any and all options and SARs granted under the amended and restated Plan shall become immediately exercisable;
●
Any restrictions imposed on restricted stock shall lapse and the restricted stock shall become freely transferable, and all other awards shall become fully vested; and
●
Except as otherwise provided in an award agreement, the payout opportunities attainable at target or, if greater, in the amount determined by the Compensation Committee to have been earned thereunder based on performance through the date of the change in control, under all outstanding awards of performance-based stock, cash awards and other awards shall be deemed to have been earned for the entire performance period(s) as of the effective date of the change in control. The vesting of all such earned awards shall be accelerated as of the effective date of the change in control, and in full settlement of such awards, there shall be paid out in cash, or in the discretion of the Compensation Committee, shares of stock with a fair market value equal to the amount of such cash.
For purposes of the amended and restated Plan, “Change in Control” shall mean:
●
Any person becoming the beneficial owner of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities;
●
Individuals who serve on the Board immediately prior to the event, or whose election to the Board or nomination for election to the Board was approved by a vote of at leasttwo-thirds of the directors who either serve on the Board immediately prior to the event, or whose election or nomination for election was previously so approved, ceasing for any reason to constitute a majority of the Board;
●
Consummation of a merger or consolidation of the Company or any subsidiary into any other corporation, other than a merger or consolidation that results in the holders of the voting securities of the Company outstanding immediately prior thereto holding immediately thereafter securities representing more than sixty percent (60%) of the combined voting power of the voting securities of the Company; or
●
The stockholders of the Company approving a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets and such liquidation, sale or disposition is consummated.
Adjustments Due to Changes in the Company’s Capital Structure
If there is a recapitalization, reclassification, forward or reverse split, reorganization, merger, consolidation, spinoff, combination, repurchase or exchange of stock or other securities, stock dividend
or other special, large andnon-recurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or any other extraordinary or unusual event affecting the Company’s outstanding common stock as a class, then the Compensation Committee shall equitably adjust any or all of (i) the number and kind of shares of common stock reserved and available for awards under the amended and restated Plan, including shares reserved for ISOs and the number of shares which may be issued without regard to the minimum vesting requirements, (ii) the number and kind of shares of outstanding restricted stock or other outstanding awards in connection with which the shares have been issued, (iii) the number and kind of shares that may be issued in respect of other outstanding awards, (iv) the maximum number and kind of shares of stock for which any individual may receive awards in any year, and (v) the exercise price, grant price or purchase price relating to any award (or, if deemed appropriate, the Compensation Committee may make provision for a cash payment with respect to any outstanding award), to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the amended and restated Plan and such outstanding awards. However, any fractional shares resulting from such adjustment shall be eliminated. The Compensation Committee is also authorized to make adjustments in the terms and conditions of, and the criteria included in, awards (including, without limitation, cancellation of unexercised or outstanding awards (to the extent permitted by the repricing provisions of the amended and restated Plan described below), or substitution of awards using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company, any parent or any subsidiary or the financial statements of the Company, any parent or any subsidiary, or in response to changes in applicable laws, regulations, or accounting principles.
No Repricing
Except in connection with a corporate transaction involving the Company (including, any stock dividend, distribution (whether in the form of cash, stock, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation,split-up,spin-off, combination, repurchase or exchange of stock or other securities, or similar transactions), the Company may not, without obtaining stockholder approval, (i) amend the terms of outstanding stock options or SARs to reduce the exercise price of such outstanding stock options or SARs, (ii) cancel outstanding stock options or SARs in exchange for stock options or SARs with an exercise price that is less than the exercise price of the original options or SARs or (iii) cancel outstanding options or SARs with an exercise price above the current stock price in exchange for cash or other securities.
Company Policies
All awards made under the amended and restated Plan shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Board from time to time.
Federal Tax Consequences
The following is a brief description of the federal income tax consequences generally arising with respect to awards that may be granted under the amended and restated Plan. This discussion is intended for the information of stockholders considering how to vote and not as tax guidance to individuals who participate in the amended and restated Plan.
The grant of an option or SAR (including a stock-based award in the nature of a purchase right) will create no tax consequences for the participant or for us at the time of grant. A participant will not recognize taxable income upon exercising an ISO (except that the alternative minimum tax may apply), and we will receive no deduction at that time. Upon exercising an option other than an ISO (including a
stock-based award in the nature of a purchase right) or SAR, the participant must generally recognize ordinary income equal to the difference between the exercise price and fair market value of the freely transferable and nonforfeitable stock (or cash, as applicable) received. In each such case, we will generally be entitled to a deduction equal to the amount recognized as ordinary income by the participant.
A participant’s disposition of shares acquired upon the exercise of an option, SAR or other stock-based award in the nature of a purchase right generally will result in capital gain or loss measured by the difference between the sale price and the participant’s tax basis in such shares (or the exercise price of the option in the case of shares acquired by exercise of an ISO and held for the applicable ISO holding periods). Generally, there will be no tax consequences to us in connection with a disposition of shares acquired upon exercise of an option or other award, except that we will generally be entitled to a deduction (and the participant will recognize ordinary income) if shares acquired upon exercise of an ISO are disposed of before the applicable ISO holding periods have been satisfied.
With respect to awards granted under the amended and restated Plan that may be settled either in cash or in stock or other property that is either not restricted as to transferability or not subject to a substantial risk of forfeiture (including payment in respect of deferred stock), the participant must generally recognize ordinary income equal to the cash or the fair market value of stock or other property received. We will generally be entitled to a deduction for the same amount. With respect to awards involving stock or other property that is restricted as to transferability and subject to a substantial risk of forfeiture, the participant must generally recognize ordinary income equal to the fair market value of the shares or other property received at the first time the shares or other property become transferable or not subject to a substantial risk of forfeiture, whichever occurs earlier. We will generally be entitled to a deduction in an amount equal to the ordinary income recognized by the participant. A participant may elect to be taxed at the time of receipt of shares or other property rather than upon lapse of restrictions on transferability or substantial risk of forfeiture, but if the participant subsequently forfeits such shares or property he will not be entitled to any tax deduction, including a capital loss, for the value of the shares or property on which he previously paid tax. Such election must be made and filed with the Internal Revenue Service within thirty days of the receipt of the shares or other property.
The Company’s deductibility of awards granted under the amended and restated Plan will be limited by Section 162(m) of the Code, which generally disallows a public company’s tax deduction for compensation to its NEOs in excess of $1 million per year.
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes the Company’s equity compensation plans as of December 31, 2019.

Plan Category

Number of Shares of
Common Stock to be
Issued upon Exercise
of Outstanding
Options, Warrants or
Rights⁽¹⁾

Weighted-Average
Exercise Price of
Outstanding Options⁽²⁾

Number of Shares
of Common Stock
Remaining
Available for
Future Issuance

Equity Compensation Plan Approved by Security Holders

2,115,914

$13.43

337,230

Equity Compensation Plan Not Approved by Security Holders

- - -

Total

2,115,914

$13.43

337,230
⁽¹⁾
Securities reported in this column include outstanding options to purchase 1,508,325 shares of common stock as well as 607,589 deferred stock awards, the maximum number of performance-based stock awards that may be issued where the underlying shares have not been issued as the period over which performance is determined has not yet expired.
⁽²⁾
The weighted average exercise price takes into account option awards but not the shares subject to performance-based stock awards.
New Plan Benefits under the Amended and Restated Plan
No awards have been granted under the amended and restated Plan. Future awards under the amended and restated Plan will be made at the discretion of the Compensation Committee. Therefore, the benefits and amounts that will be received or allocated under the amended and restated Plan in the future are not determinable at this time. For information regarding outstanding equity awards held by our named executive officers andnon-employee directors as of December 31, 2019 under the Plan, please refer to the Outstanding Equity Awards Held by NEOs at December 31, 2019 andNon-Employee Director Compensation tables on pages 48 and27-28, respectively of this Proxy Statement.
Market Price of Shares
The closing price of our common stock, as reported on Nasdaq on April 20, 2020 was $4.83.
Our Board of Directors unanimously recommends that stockholders vote FOR approval of the amendment and restatement of the Amended and Restated 2000 Long-Term Incentive Plan.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Stockholder Proposals Submitted Pursuant to Rule14a-8 of the Exchange Act
To be considered for inclusion in next year’s Proxy Statement and form of proxy pursuant to Rule14a-8 of the Exchange Act, and acted upon at the ~~2020~~2021 Annual Meeting of Stockholders (the ~~“2020~~“2021 Annual Meeting”), stockholder proposals must be submitted in writing to the attention of our Secretary at our principal office, no later than January ~~7, 2020.~~5, 2021. In order to avoid controversy, stockholders should submit proposals by means (including electronic) that permit them to prove the date of delivery. Such proposals also need to comply with Rule14a-8 of the Exchange Act and the interpretations thereof, and may be omitted from the Company’s proxy materials for the ~~2020~~2021 Annual Meeting if such proposals are not in compliance with applicable requirements of the Exchange Act.
Director Nominations and Stockholder Proposals Not Submitted Pursuant to Rule14a-8 of the Exchange Act
Our Amended and Restated Bylaws also establish advance notice procedures with regard to stockholder proposals or director nominations that are not submitted for inclusion in the Proxy Statement. With respect to such stockholder proposals or director nominations, a stockholder’s advance notice must be made in writing, must meet the requirements set forth in our Amended and Restated Bylaws and must be delivered to, or mailed by first class United States mail, postage prepaid, and received by, our Secretary at our principal office no earlier than February ~~28, 2020~~25, 2021 and no later than the close of business on March ~~29, 2020.~~27, 2021. However, in the event the ~~2020~~2021 Annual Meeting is scheduled to be held on a date before May ~~28, 2020,~~26, 2021, or after August ~~26, 2020,~~24, 2021, then such advance notice must be received by us not later than the close of business on the later of (1) the ninetieth (90th) calendar day prior to the ~~2020~~2021 Annual Meeting and (2) the 10th calendar day following the day on which we first make public disclosure of the date of the ~~2020~~2021 Annual Meeting (or if that day is not a business day for the Company, on the next succeeding business day).
General Requirements
Each proposal submitted must be a proper subject for stockholder action at the ~~2020~~2021 Annual Meeting, and all proposals and nominations must be submitted to: Secretary, Lifetime Brands, Inc., 1000 Stewart Avenue, Garden City, New York 11530. The stockholder proponent must appear in person to present the proposal or nomination at the ~~2020~~2021 Annual Meeting or send a qualified representative to present such proposal or nomination. If a stockholder gives notice after the applicable deadlines or otherwise does not satisfy the relevant requirements of Rule14a-8 of the Exchange Act or our Bylaws, the stockholder will not be permitted to present the proposal or nomination for a vote at the ~~2020~~2021 Annual Meeting.
Discretionary Authority Pursuant to Rule14a-4(c) of the Exchange Act
If a stockholder who wishes to present a proposal before the ~~2020~~2021 Annual Meeting outside of Rule14a-8 of the Exchange Act fails to notify us by the required dates indicated above for the receipt of advance notices of stockholder proposals and proposed director nominations, the proxies that our Board solicits for the ~~2020~~2021 Annual Meeting will confer discretionary authority on the person named in the proxy to vote on the stockholder’s proposal if it is properly brought before that meeting subject to compliance with Rule14a-4(c) of the Exchange Act. If a stockholder makes timely notification, the proxies may still confer discretionary authority to the person named in the proxy under circumstances consistent with the SEC’s proxy rules, including Rule14a-4(c) of the Exchange Act.
HOUSEHOLDING OF MATERIALS
We, in addition to some banks, brokers, and other nominee record holders participate in the practice of “householding” notices of internet availability of proxy materials, proxy statements and annual reports. This means that only one copy of our Notice, proxy statement or annual report is sent to multiple stockholders in the same household unless we or such bank, broker or other nominee holder have
received contrary instructions from one or more of the stockholders. We will promptly deliver a separate copy of ~~either document~~these documents to any stockholder upon request by writing the Company at the following address: Lifetime Brands, Inc., 1000 Stewart Avenue, Garden City, New York 11530, Attention: Mr. Laurence Winoker, Senior Vice President – Finance, Treasurer and Chief Financial Officer; or by calling us at the following phone number:(516) 683-6000. Any stockholder who wants to receive separate copies of the Notice, annual report and proxy statement in the future, or who is currently receiving multiple copies and would like to receive only one copy for his or her household, should contact his or her bank, broker, or other nominee record holder, or contact us at the above address and phone number.
OTHER MATTERS
Our management does not know of any matters other than those stated in this Proxy Statement which are to be presented for action at the Annual Meeting. If any other matters should properly come before the Annual Meeting, it is intended that proxies in the accompanying form will be voted on such other matters in accordance with the judgment of the persons voting such proxies, subject to compliance with Rule14a-4(c) of the Exchange Act. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.
Our financial statements are included in our Annual Report for the fiscal year ended December 31, ~~2018.~~2019.
Upon the written request of any person who on the record date was a record owner of our common stock, or who represents in good faith that he or she was on such date a beneficial owner of our common stock, we will send to such person, without charge, a copy of our Annual Report on Form10-K for the fiscal year ended December 31, ~~2018,~~2019, including financial statements and schedules, as filed with the SEC. Requests for this report should be directed to Mr. Laurence Winoker, Senior Vice President – Finance, Treasurer and Chief Financial Officer, Lifetime Brands, Inc., 1000 Stewart Avenue, Garden City, New York 11530.
By Order of our Board of Directors,
~~/s/ Sara Shindel~~
~~Sara Shindel~~
~~Secretary~~
~~Dated: April 30, 2019~~
/s/ Sara Shindel
Sara Shindel
Secretary
Dated: April 29, 2020
Appendix A
Reconciliation ofNon-GAAP Financial Measures

~~Consolidated Adjusted IBIT (in thousands):~~
~~Year Ended~~
~~December 31,~~
          ~~2018~~
~~Income before income taxes and equity in earnings as reported~~
$ ~~509~~
~~Add back:~~
~~Loss on early retirement of debt~~
66
~~Restructuring expenses~~
~~2,324~~
~~Integration charges~~
~~681~~
~~Permitted acquisition related expenses~~
~~1,766~~
~~Warehouse relocation~~
~~2,725~~
~~Impairment of goodwill~~
~~2,205~~
~~Adjustment for additional purchase accounting amortization~~
~~1,791~~
~~Adjustment for amortization of new financing costs~~
~~1,442~~
~~Include:~~
~~Before tax equity earnings~~
~~1,671~~
~~Exclude:~~
~~Contingent consideration~~
~~(1,774)~~
~~Unrealized gain on foreign currency contracts~~
~~(1,942)~~
~~Adjusted IBIT~~
$ ~~11,464~~
   Year Ended December 31,
   2019 2018 2017
Net (loss) income as reported
   $     (44,415 ) $ (1,720 ) $ 2,154
Subtract out:

Undistributed equity earnings, net
   (343 ) (545 ) (379 )
Add back:

Income tax provision
   1,109 2,889 9,032
Interest expense
   20,378 18,004 4,291
Depreciation and amortization
   25,115 23,329 14,165
Impairment of goodwill
   42,990 2,205 -
Stock compensation expense
   5,041 4,135 3,390
SKU Rationalization
   8,500 - -
Loss on early retirement of debt
   - 66 110
Contingent consideration
   - (1,774 ) -
Restructuring expenses
   1,435 2,324 1,024
Severance expense
   - - 321
Warehouse relocation
   2,785 2,725 667
Integration charges
   1,263 681 -
Other permittednon-cash charges
   - 1,510 -
Acquisition and divestment related expenses
   206 1,766 2,616
Unrealized (gain) loss on foreign currency contracts
   - (1,942 ) 2,817


Consolidated adjusted EBITDA, before limitation
   $     64,064 $     53,653 $     40,208


Pro forma Filament adjustment
   - 3,326
Projected synergies
   - 8,546


Consolidated adjusted EBITDA, before limitation
   $ 64,064 $ 65,525
Permittednon-recurring charge limitation
   (8,929 ) (605 )


Consolidated adjusted EBITDA, after limitation
   $ 55,135 $ 64,920


   Year Ended December 31,
         2018            2017        2016
Net (loss) income as reported
       $ (1,720)        $ 2,154        $     15,720
Subtract out:

Undistributed equity earnings, net
   (545)    (379)    (544)
Add back:

Income tax provision
   2,889    9,032    7,030
Interest expense
   18,004    4,291    4,803
Depreciation and amortization
   23,329    14,165    14,148
Impairment of goodwill
   2,205    -    -
Stock compensation expense
   4,135    3,390    2,942
Loss on early retirement of debt
   66    110    272
Contingent consideration
   (1,774)    -    -
Restructuring expenses
   2,324    1,024    2,420
Severance expense
   -    321    -
Warehouse relocation
   2,725    667    -
Integration charges
   681    -    -
Other permitted non-cash charges
   1,510    -    -
Permitted acquisition related expenses, net of recoveries and acquisition not completed
   1,766    2,616    435
Unrealized loss (gain) on foreign currency contracts
   (1,942)    2,817    (745)






Consolidated adjusted EBITDA
       $     53,653        $     40,208        $     46,481




Pro forma Filament adjustment
   3,326
Projected synergies
   8,546



Consolidated adjusted EBITDA, before limitation
       $ 65,525
Permitted non-recurring charge limitation
   (605)



Consolidated adjusted EBITDA, after limitation
       $ 64,920



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Appendix B
AMENDED AND RESTATED 2000 LONG-TERM INCENTIVE PLAN
(Amended and Restated as of June 25, 2020)
1.        Purpose. The purpose of this amended and restated 2000 Long-Term Incentive Plan (the “Plan”) of Lifetime Brands, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company and its stockholders by providing a means to attract, retain, motivate and reward directors, officers, employees and consultants of and service providers to the Company and its affiliates and to enable such persons to acquire or increase a proprietary interest in the Company, thereby promoting a closer identity of interests between such persons and the Company’s stockholders. This amended and restated Plan will be effective as of June 25, 2020 (the “2020 Amendment Effective Date”). Changes made pursuant to this amendment and restatement shall apply to Awards (as defined below) granted on or after the 2020 Amendment Effective Date. Awards granted prior to the 2020 Amendment Effective Date shall continue to be governed by the applicable Award Agreements and the terms of the Plan without giving effect to changes made pursuant to this 2020 Plan restatement, and the Committee shall administer such Awards in accordance with the Plan without giving effect to changes made pursuant to this 2020 Plan restatement.
2.        Definitions. The definitions of awards under the Plan, including Options, SARs (including Limited SARs), Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of other awards, Dividend Equivalents and Other Stock-Based Awards are as set forth in Section 6 of the Plan. Such awards, together with any other right or interest granted to a Participant under the Plan, are termed “Awards.” For purposes of the Plan, the following additional terms shall be defined as set forth below:
(a)        “Award Agreement” means any written agreement, contract, notice or other instrument or document evidencing an Award.
(b)        “Beneficiary” means the person, persons, trust or trusts which have been designated by a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participant’s death or, if there is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.
(c)        “Board” means the Board of Directors of the Company.
(d)        “Cause” shall have the meaning set forth in the applicable Award Agreement; provided that, if such Award Agreement does not include a definition of Cause, then (i) if there is an employment agreement or severance plan or agreement applicable to the Participant, Cause shall have the same definition as set forth in such plan or agreement; or (ii) if Cause is not defined in such plan or agreement or there is no such plan or agreement applicable to the Participant, then Cause shall mean: (i) Participant is convicted of a felony; (ii) Participant commits an act of fraud, willful misconduct or dishonesty in connection with Participant’s employment or which results in material harm to the Company; or (iii) Participant commits a material violation of any law, rule, or regulation of any governmental authority.
(e)        “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include regulations thereunder and successor provisions and regulations thereto.
(f)        “Committee” means the committee appointed by the Board to administer the Plan, or if no committee is appointed, the Board. Unless otherwise determined by the Board, the Compensation Committee of the Board shall be the Committee. Unless the Board determines
otherwise, the Committee shall be comprised of solely not less than two members who each qualify as (i) a“Non-Employee Director” within the meaning of Rule16b-3(b)(3) and (ii) an “independent director,” as determined in accordance with the independence standards established by the stock exchange on which the Stock is at the time primarily traded.
(g)        “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act shall be deemed to include rules thereunder and successor provisions and rules thereto.
(h)        “Fair Market Value” means, with respect to Stock, Awards, or other property, the fair market value of such Stock, Awards, or other property determined by such methods or procedures as shall be established from time to time by the Committee, provided, however, that if the Stock is listed on a national securities exchange or quoted in an interdealer quotation system, the Fair Market Value of such Stock on a given date shall be based upon the last sales price at the end of regular trading or, if unavailable, the average of the closing bid and asked prices per share of the Stock at the end of regular trading on such date (or, if there was no trading or quotation in the Stock on such date, on the next preceding date on which there was trading or quotation) as provided by one of such organizations.
(i)        “Good Reason” shall have the meaning set forth in the applicable Award Agreement; provided that, if such Award Agreement does not include a definition of Good Reason, then (i) if there is an employment agreement applicable to the Participant, Good Reason shall have the meaning set forth in such agreement; or (ii) if Good Reason is not defined in such agreement or there is no such agreement applicable to the Participant, then Good Reason shall not apply to the Participant.
(j)        “ISO” means any Option that is designated as an incentive stock option within the meaning of Section 422 of the Code, and qualifies as such.
(k)        “Parent” means any “person” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) that controls the Company, either directly or indirectly through one or more intermediaries.
(l)        “Participant” means a person who, at a time when eligible under Section 5 hereof, has been granted an Award under the Plan.
(m)        “Rule16b-3” means Rule16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.
(n)        “Stock” means the Company’s common stock, and such other securities as may be substituted for Stock pursuant to Section 4.
(o)        “Subsidiary” means each entity that is controlled by the Company or a Parent, either directly or indirectly through one or more intermediaries.
3.        Administration.
(a)        Authority of the Committee. Except as otherwise provided below, the Plan shall be administered by the Committee. The Committee shall have full and final authority to take the following actions, in each case subject to and consistent with the provisions of the Plan:
(i)        to select persons to whom Awards may be granted;
(ii)        to determine the type or types of Awards to be granted to each such person;
(iii)        to determine the number of Awards to be granted, the number of shares of Stock to which an Award will relate, the terms and conditions of any Award granted under the Plan (including, but not limited to, any exercise price, grant price or purchase price, any restriction or condition (including, but not limited to, restrictive covenant obligations (such as confidentiality,non-competition andnon-solicitation covenants), and clawback or recoupment provisions), any schedule for lapse of restrictions or conditions relating to transferability or forfeiture, vesting, exercisability or settlement of an Award (subject to the limitations of Section 7(f)), performance conditions relating to an Award (including performance conditions relating to Awards not intended to be governed by Section 7(e)) and waivers and modifications thereof (subject to the limitations of Section 7(f)), based in each case on such considerations as the Committee shall determine), and all other matters to be determined in connection with an Award;
(iv)        to accelerate vesting of any Award in connection with a Participant’s death, retirement, disability or involuntary termination of employment or service, in the event of a Change in Control or a corporate transaction or event described in Section 4(c), or in other circumstances as the Committee deems appropriate;
(v)        to determine whether, to what extent and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;
(vi)        to determine whether, to what extent and under what circumstances cash, Stock, other Awards or other property payable with respect to an Award will be deferred either automatically, at the election of the Committee or at the election of the Participant, consistent with Section 409A of the Code;
(vii)        to determine the restrictions, if any, to which Stock received upon exercise or settlement of an Award shall be subject (includinglock-ups and other transfer restrictions) and condition the delivery of such Stock upon the execution by the Participant of any agreement providing for such restrictions;
(viii)        to prescribe the form of each Award Agreement, which need not be identical for each Participant;
(ix)        to adopt, amend, suspend, waive and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to administer the Plan;
(x)        to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Award, rules and regulations, Award Agreement or other instrument hereunder; and
(xi)        to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.
Other provisions of the Plan notwithstanding, (i) the Board shall perform the functions of the Committee for purposes of granting awards to directors who serve on the Committee and (ii) the Board may perform any function of the Committee under the Plan for any other purpose, including without limitation for the purpose of ensuring that transactions under the Plan by Participants who are then
subject to Section 16 of the Exchange Act in respect of the Company are exempt under Rule16b-3. In any case in which the Board is performing a function of the Committee under the Plan, each reference to the Committee herein shall be deemed to refer to the Board, except where the context otherwise requires.
(b)        Manner of Exercise of Committee Authority. Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Parent and Subsidiaries, Participants, any person claiming any rights under the Plan from or through any Participant and stockholders, except to the extent the Committee may subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified by the Committee (subject to Section 9(f)). The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company, its Parent or Subsidiaries the authority, subject to such terms as the Committee shall determine, to perform such functions as the Committee may determine, to the extent permitted under applicable law.
(c)        Limitation of Liability; Indemnification. Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer or other employee of the Company, its Parent or Subsidiaries, the Company’s independent certified public accountants or any executive compensation consultant, legal counsel or other professional retained by the Company to assist in the administration of the Plan. No member of the Committee, or any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and any officer or employee of the Company acting on its behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination or interpretation.
4.        Stock Subject to Plan.
(a)        Amount of Stock Reserved. Subject to Section 4(c), the aggregate number of shares of Stock for which Awards may be granted under this Plan (since its inception) shall not exceed 7,037,500. Awards made under this Plan which are forfeited (including a repurchase or cancellation of shares of Stock subject thereto by the Company in exchange for the price, if any, paid to the Company for such shares, or for their par value or other nominal value), terminated, surrendered, cancelled or have expired, shall be disregarded for purposes of the preceding sentence and shall not be considered as having been theretofore made subject to an Award. Shares of Stock shall not again be available for award if such shares are surrendered or withheld as payment either of the exercise price of an Option or Stock Appreciation Right or of withholding taxes in respect of the exercise, settlement or payment of, or the lapse of restrictions with respect to, any Award. Shares purchased in the open market with proceeds from Option exercises shall not be added to the pool of available shares. The exercise or settlement of a Stock Appreciation Right shall reduce the shares of Stock available under the Plan by the total number of shares to which the exercise or settlement of the Stock Appreciation Right relates, not just the net amount of shares actually issued upon exercise or settlement. Awards settled solely in cash shall not reduce the number of shares of Stock available for issuance under the Plan. Any shares of Stock subject to an Option (or part thereof) that is cancelled upon exercise of a tandem Stock Appreciation Right when settled wholly or partially in shares shall to the extent of such settlement in shares be treated as if the Option itself had been exercised and such shares shall no longer be available for award. Any shares of Stock delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares acquired in the market on a Participant’s behalf.
(b)        AnnualPer-Participant Limitations. During any calendar year, no Participant may be granted Awards that may be settled by delivery of more than 500,000 shares of Stock, subject to adjustment as provided in Section 4(c). In addition, with respect to Awards that may be settled in cash (in whole or in part), no Participant may be paid during any calendar year cash amounts relating to such Awards that exceed the greater of the Fair Market Value of the number of shares of Stock set forth in the preceding sentence at the date of grant or the date of settlement of the Award. The preceding sentences set forth two separate limitations, so that Awards that may be settled solely by delivery of Stock will not operate to reduce the amount of cash-only Awards, and vice versa; nevertheless, Awards that may be settled in Stock or cash must not exceed either limitation. In addition to the foregoing limitations, the maximum number of shares of Stock that may be subject to Awards granted under the Plan during any calendar year to a Participant who is anon-employee director shall not exceed 150,000 shares of Stock in the aggregate, subject to adjustment as provided in Section 4(c).
(c)        Adjustments. In the event of any recapitalization, reclassification, forward or reverse split, reorganization, merger, consolidation, spinoff, combination, repurchase or exchange of Stock or other securities, Stock dividend or other special, large andnon-recurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or any other extraordinary or unusual event affecting the outstanding Stock as a class, then the Committee shall equitably adjust any or all of (i) the number and kind of shares of Stock reserved and available for Awards under Section 4(a) and 4(b), including shares reserved for ISOs and the number of shares which may be issued without regard to the vesting requirements set forth in Section 7(f), (ii) the number and kind of shares of outstanding Restricted Stock or shares subject to other outstanding Awards in connection with which the shares have been issued, (iii) the number and kind of shares that may be issued in respect of other outstanding Awards, (iv) the maximum number and kind of shares of Stock for which any individual may receive Awards in any year, and (v) the exercise price, grant price or purchase price relating to any Award (or, if deemed appropriate, the Committee may make provision for a cash payment with respect to any outstanding Award), to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the Plan and such outstanding Awards; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including, without limitation, cancellation of unexercised or outstanding Awards (to the extent permitted by Section 9(f)(ii)), or substitution of Awards using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company, its Parent or any Subsidiary or the financial statements of the Company, its Parent or any Subsidiary, or in response to changes in applicable laws, regulations, or accounting principles.
Any adjustments to outstanding Awards shall be consistent with Section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Committee shall be final, binding and conclusive.
5.        Eligibility. Directors, officers and employees of the Company or its Parent or any Subsidiary, and persons who provide consulting or other services to the Company, its Parent or any Subsidiary deemed by the Committee to be of substantial value to the Company or its Parent and Subsidiaries, are eligible to be granted Awards under the Plan. In addition, persons who have been offered employment by, or agreed to become a director of, the Company, its Parent or any Subsidiary, and persons employed by an entity that the Committee reasonably expects to become a Subsidiary of the Company, are eligible to be granted an Award under the Plan.
6.        Specific Terms of Awards.
(a)        General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof such
additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment or service of the Participant. Except as expressly provided by the Committee (including for purposes of complying with the requirements of the Delaware General Corporation Law relating to lawful consideration for the issuance of shares), no consideration other than services will be required as consideration for the grant (but not the exercise) of any Award.
(b)        Options. The Committee is authorized to grant options to purchase Stock on the following terms and conditions (“Options”):
(i)        Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee; provided, however, such exercise price may not be less than one hundred percent (100%) of the Fair Market Value of such Stock on the date of grant of such Option.
(ii)        Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part (subject to the limitations of Section 7(f)), the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, including, without limitation, cash, Stock, other Awards or awards granted under other Company plans or other property (including notes or other contractual obligations of Participants to make payment on a deferred basis, such as through “cashless exercise” arrangements, to the extent permitted by applicable law), and the methods by which Stock will be delivered or deemed to be delivered to Participants.
(iii)        Termination of Employment or Service. The Committee shall determine the period, if any, during which Options shall be exercisable following a Participant’s termination of his employment or service relationship with the Company, its Parent or any Subsidiary. For this purpose, unless otherwise determined by the Committee, any sale of a Subsidiary of the Company pursuant to which it ceases to be a Subsidiary of the Company shall be deemed to be a termination of employment or service by any Participant employed or retained by such Subsidiary. Unless otherwise determined by the Committee, (x) during any period that an Option is exercisable following termination of employment or service, it shall be exercisable only to the extent it was exercisable upon such termination of employment or service, and (y) if such termination of employment or service is for Cause, as determined in the discretion of the Committee, all Options held by the Participant shall immediately terminate.
(iv)        Options Providing Favorable Tax Treatment. The Committee may grant Options that may afford a Participant with favorable treatment under the tax laws applicable to such Participant, including, but not limited to ISOs. If Stock acquired by exercise of an ISO is sold or otherwise disposed of within two years after the date of grant of the ISO or within one year after the transfer of such Stock to the Participant, the holder of the Stock immediately prior to the disposition shall promptly notify the Company in writing of the date and terms of the disposition and shall provide such other information regarding the disposition as the Company may reasonably require in order to secure any deduction then available against the Company’s or any other corporation’s taxable income. The Company may impose such procedures as it determines may be necessary to ensure that such notification is made. Each Option granted as an ISO shall be designated as such in the Award Agreement relating to such Option. ISOs may only be granted to individuals who are employees of the Company or any parent or subsidiary corporation of the Company (as defined by Section 422 of the Code).
(c)        Stock Appreciation Rights. The Committee is authorized to grant stock appreciation rights (“SARs”) on the following terms and conditions:
(i)        Right to Payment. An SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise, over (B) the exercise price of the SAR as determined by the Committee as of the date of grant of the SAR, which, except as provided in Section 7(a), shall be not less than the Fair Market Value of one share of Stock on the date of grant.
(ii)        Other Terms. The Committee shall determine the time or times at which a SAR may be exercised in whole or in part (subject to the limitations of Section 7(f)), the method of exercise, method of settlement, form of consideration payable in settlement, method by which Stock will be delivered or deemed to be delivered to Participants, whether or not a SAR shall be in tandem with any other Award, and any other terms and conditions of any SAR. Limited SARs that may only be exercised upon the occurrence of a Change in Control of the Company may be granted on such terms, not inconsistent with this Section 6(c), as the Committee may determine. Limited SARs may be either freestanding or in tandem with other Awards.
(d)        Restricted Stock. The Committee is authorized to grant Stock that is subject to restrictions based on continued employment on the following terms and conditions (“Restricted Stock”):
(i)        Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, or otherwise, as the Committee may determine (subject to the limitations of Section 7(f)). Except to the extent restricted under the terms of the Plan (including subsection (iv) below) and any Award Agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder including, without limitation, the right to vote Restricted Stock or the right to receive dividends thereon.
(ii)        Forfeiture. Except as otherwise determined by the Committee, upon termination of employment or service (as determined under criteria established by the Committee) during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of termination resulting from specified causes.
(iii)        Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, such certificates may bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock and the Company may retain physical possession of the certificate, in which case the Participant shall be required to have delivered a stock power to the Company, endorsed in blank, relating to the Restricted Stock.
(iv)        Dividends. Dividends paid on Restricted Stock shall be either paid in cash or in shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends, or the payment of such dividends shall be deferred and/or the amount or value thereof automatically reinvested in additional Restricted Stock, other Awards, or other
investment vehicles, as the Committee shall determine or permit the Participant to elect consistent with Section 409A of the Code; provided that, dividends with respect to Restricted Stock shall vest and be paid only if and to the extent the underlying shares of Restricted Stock vest and are paid. Stock distributed in connection with a Stock split or Stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.
(e)        Deferred Stock. The Committee is authorized to grant units representing the right to receive Stock at a future date subject to the following terms and conditions (“Deferred Stock”):
(i)        Award and Restrictions. Delivery of Stock will occur upon expiration of the deferral period specified for an Award of Deferred Stock by the Committee (or, if permitted by the Committee, as elected by the Participant, consistent with Section 409A of the Code). In addition, Deferred Stock shall be subject to such restrictions as the Committee may impose, which restrictions may lapse at the expiration of the deferral period or at earlier specified times, separately or in combination, in installments or otherwise, as the Committee may determine (subject to the limitations set of Section 7(f)).
(ii)        Forfeiture. Except as otherwise determined by the Committee, upon termination of employment or service (as determined under criteria established by the Committee) during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Deferred Stock), all Deferred Stock that is at that time subject to such forfeiture conditions shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Deferred Stock will be waived in whole or in part in the event of termination resulting from specified causes.
(f)        Bonus Stock and Awards in Lieu of Cash Obligations. The Committee is authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of Company obligations to pay cash under other plans or compensatory arrangements (subject to the limitations of Section 7(f)).
(g)        Dividend Equivalents. The Committee is authorized to grant awards entitling the Participant to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock (“Dividend Equivalents”). Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award; provided that, in no event shall dividend rights or Dividend Equivalents accrue or be paid with respect to shares of Stock subject to Options or SARs. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, Awards or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify; provided that, Dividend Equivalents granted in connection with an Award shall vest and be paid only if and to the extent the underlying shares subject to the Award vest and are paid.
(h)        Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock and factors that may influence the value of Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified Subsidiaries (“Other Stock-Based Awards”). The Committee shall determine the terms and conditions of such Awards (subject to the limitations of Section 7(f)). Stock issued pursuant to an
Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, may be granted pursuant to this Section 6(h).
7.        Certain Provisions Applicable to Awards.
(a)        Stand-Alone, Additional, Tandem, and Substitute Awards. Subject to Section 9(f)(ii), Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other Award granted under the Plan or any award granted under any other plan of the Company, its Parent or Subsidiaries or any business entity to be acquired by the Company or a Subsidiary, or any other right of a Participant to receive payment from the Company its Parent or Subsidiaries. Awards granted in addition to or in tandem with other Awards or awards may be granted either as of the same time as or a different time from the grant of such other Awards or awards.
(b)        Term of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided, however, that in no event shall the term of any Option or an SAR exceed a period of ten years from the date of its grant (or such shorter period as may be applicable under Section 422 of the Code).
(c)        Form of Payment Under Awards. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company, its Parent or Subsidiaries upon the grant, exercise or settlement of an Award may be made in such forms as the Committee shall determine, including, without limitation, cash, Stock, other Awards or other property, and may be made in a single payment or transfer, in installments or on a deferred basis. Such payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments denominated in Stock.
(d)        Loan Provisions. With the consent of the Committee, and subject at all times to, and only to the extent, if any, permitted under and in accordance with, laws and regulations and other binding obligations or provisions applicable to the Company, the Company may make, guarantee or arrange for a loan or loans to a Participant with respect to the exercise of any Option or other payment in connection with any Award, including the payment by a Participant of any or all federal, state or local income or other taxes due in connection with any Award. Subject to such limitations, the Committee shall have full authority to decide whether to make a loan or loans hereunder and to determine the amount, terms and provisions of any such loan or loans, including the interest rate to be charged in respect of any such loan or loans, whether the loan or loans are to be with or without recourse against the borrower, the terms on which the loan is to be repaid and conditions, if any, under which the loan or loans may be forgiven. For the avoidance of doubt, no such loans shall be made to a Participant who is an executive officer of the Company or a member of the Board.
(e)        Performance-Based Awards. The Committee may, in its discretion, determine that an Award granted to an employee shall be contingent upon the achievement ofpre-established performance objectives and other terms set forth in this Section 7(e) (“Performance Award”).
(i)        Performance Objectives. The performance objectives for an Award subject to this Section 7(e) shall consist of one or more business criteria and a targeted level or levels of performance with respect to such criteria, as specified by the Committee consistent with this Section 7(e). The Committee may determine that such Performance Awards shall be granted, exercised, and/or settled upon achievement of any one performance objective or that two or more of the performance objectives must be
achieved as a condition to grant, exercise, and/or settlement of such Performance Awards. Business criteria used by the Committee in establishing performance objectives for Awards subject to this Section 7(e) shall be selected from among the following criteria, or any such other criteria determined by the Committee in its sole discretion, which in either case may be applied to the Company, on a consolidated basis, and/or for specified Subsidiaries, divisions, or other business units of the Company (where the criteria are applicable):
(1)        Return on capital;
(2)        Earnings or earnings per share (which earnings may include equity in earnings of investees, and may be determined without regard to interest, taxes, depreciation, and/or amortization);
(3)        Cash flow provided by operations;
(4)        Increase in stock price;
(5)        Changes in annual revenues;
(6)        Net sales;
(7)        Total shareholder return;
(8)        Inventory control measures;
(9)        Internet sales, including as it relates to total or net sales; and/or
(10)        Strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, geographic business expansion goals, cost targets, and goals relating to acquisitions or divestitures.
The levels of performance required with respect to such business criteria may be expressed in absolute or relative levels. Performance objectives may differ for such Awards to different Participants. The Committee shall specify the weighting to be given to each performance objective for purposes of determining the final amount payable with respect to any such Award.
(ii)        Performance Award Terms. Performance objectives, amounts payable upon achievement of such objectives, the applicable performance period and other material terms of Performance Awards shall be established by the Committee. In addition, the Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of termination of employment by the Participant prior to the end of a performance period or settlement of Performance Awards.
(iii)        Certain Adjustments. To the extent applicable, unless the Committee decides otherwise, the determination of achievement of performance objectives for Performance Awards shall be made in accordance with U.S. generally accepted accounting principles (“GAAP”) and a manner consistent with the methods used in the Company’s audited financial statements. Unless the Committee decides otherwise, the determination of achievement of performance objectives for Performance Awards shall be made without regard to (A) changes in accounting methods,(B) non-recurring acquisition expenses and restructuring charges; or (C) other costs or charges associated
with refinancings, write-downs, impairments, closures, consolidations, divestitures, strategic initiatives, and items associated with acquisitions, including but not limited to, earn-outs and bargain purchase gains. In calculating earnings or earnings per share, the Committee may provide that such calculation shall be made on the same basis as reflected in a release of the Company’s earnings for a previously completed period as specified by the Committee. In setting the performance objectives for Performance Awards, the Committee may provide for adjustments in respect of unusual or infrequently occurring items determined in accordance with applicable accounting standards, adjustments for equity compensation expenses, and such other adjustments as it deems appropriate. In addition, the Committee, in its sole discretion, may make adjustments to the performance objectives, the amounts payable in respect of the applicable performance objectives, and performance results, to the extent consistent with the terms of the applicable Award Agreement.
(iv)        Committee Determinations. The Committee shall determine the achievement of performance objectives relating to Performance Awards, and the amount of any payment in respect of Performance Awards.
(f)        Minimum Vesting Requirement. At the time of grant, the terms of Awards granted under the Plan shall provide that the Awards shall not vest prior to theone-year anniversary of the date of grant, except as may be provided in the event of a Participant’s death or disability, or in the event of a Change in Control; provided that, (i) Awards granted tonon-employee directors will be deemed to satisfy this minimum vesting requirement if they are granted on the date of our annual meeting of stockholders and vest on the date of our next annual meeting of stockholders immediately following the date of grant and (ii) subject to any adjustments made in accordance with Section 4(c), Awards covering up to 5% of the shares subject to the share reserve set forth in Section 4(a) as of the 2020 Plan Effective Date may be granted without regard to the minimum vesting requirement.
8.        Change in Control. Notwithstanding anything contained in the Plan to the contrary, the provisions of this Section 8 shall apply in the event of a Change in Control.
(a)        Replacement Awards; No Immediate Vesting.
(i)        An Award shall not vest upon the occurrence of a Change in Control and shall continue to the extent qualifying as a Replacement Award.
(ii)        A “Replacement Award” includes an outstanding Award that continues upon and after the occurrence of a Change in Control and an Award provided to a Participant in replacement of an outstanding Award (such replaced Award, a “Replaced Award”) in connection with a Change in Control that satisfies the following conditions:
(A)        It has a value at least equal to the value of the Replaced Award;
(B)        It relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control;
(C)        Its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent change in control); and
(D)        Upon an involuntary termination of employment or separation from service of a Participant by the Company other than for Cause (and not due to disability), or a voluntary termination of employment or separation from service by the Participant for
Good Reason (if applicable), occurring on or during the period of twenty-four (24) months after the Change in Control, the Replacement Award, to the extent not vested and unrestricted as of such termination of employment or separation from service, shall become fully vested and (if applicable) exercisable and free of restrictions.
The Committee, as constituted immediately before the Change in Control, shall have the discretion to determine whether the conditions of this Section 8(a)(ii) are satisfied.
(b)        Vesting if No Replacement Award. To the extent that a Replacement Award is not provided to the Participant, upon the occurrence of a Change in Control:
(i)        Any and all Options and SARs granted hereunder shall become immediately exercisable;
(ii)        Any restrictions imposed on Restricted Stock shall lapse and become freely transferable, and all other Awards shall become fully vested; and
(iii)        Except as otherwise provided in an Award Agreement, the payout opportunities attainable at target or, if greater, in the amount determined by the Committee to have been earned thereunder based on performance through the date of the Change in Control, under all outstanding Awards of performance-based Stock, cash Awards and other Awards shall be deemed to have been earned for the entire performance period(s) as of the effective date of the Change in Control. The vesting of all such earned Awards shall be accelerated as of the effective date of the Change in Control, and in full settlement of such Awards, there shall be paid out in cash, or in the discretion of the Committee, shares of Stock with a Fair Market Value equal to the amount of such cash.
Except as otherwise determined by the Committee, the foregoing provisions of this Section 8(b) shall apply, and a Participant’s outstanding Awards shall not become Replacement Awards, upon the occurrence of a Change in Control following an involuntary termination of employment or separation from service of the Participant by the Company other than for Cause (and not due to disability), or a voluntary termination of employment or separation from service for Good Reason by the Participant (if applicable), occurring (x) at the request of a third party who was taking steps reasonably calculated to effect such Change in Control or (y) otherwise in contemplation of and within 180 days before such Change in Control.
(c)        Change in Control. For purposes of the Plan, “Change in Control” shall mean:
(i)        Any person becoming the beneficial owner of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities;
(ii)        Individuals who serve on the Board immediately prior to the event, or whose election to the Board or nomination for election to the Board was approved by a vote of at leasttwo-thirds of the directors who either serve on the Board immediately prior to the event, or whose election or nomination for election was previously so approved, ceasing for any reason to constitute a majority of the Board;
(iii)        Consummation of a merger or consolidation of the Company or any Subsidiary into any other corporation, other than a merger or consolidation that results in the holders of the voting securities of the Company outstanding immediately prior thereto holding immediately thereafter securities representing more than sixty percent (60%) of the combined voting power of the voting securities of the Company; or
(iv)        The stockholders of the Company approving a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets and such liquidation, sale or disposition is consummated.
9.        General Provisions.
(a)        Compliance With Laws and Obligations. The Company shall not be obligated to issue or deliver Stock in connection with any Award or take any other action under the Plan in a transaction subject to the requirements of any applicable securities law, any requirement under any listing agreement between the Company and any national securities exchange or automated quotation system or any other law, regulation or contractual obligation of the Company until the Company is satisfied that such laws, regulations, and other obligations of the Company have been complied with in full. Certificates representing shares of Stock issued under the Plan will be subject to such stop-transfer orders and other restrictions as may be applicable under such laws, regulations and other obligations of the Company, including any requirement that a legend or legends be placed thereon. In addition, the Company may adopt policies that impose restrictions on the timing of exercise of Options, SARs or other Awards (e.g., to enforce compliance with Company-imposedblack-out periods).
(b)        Limitations on Transferability. Awards and other rights under the Plan will not be transferable by a Participant except by will or the laws of descent and distribution or to a Beneficiary in the event of the Participant’s death, shall not be pledged, mortgaged, hypothecated or otherwise encumbered, or otherwise subject to the claims of creditors, and, in the case of ISOs and SARs in tandem therewith, shall be exercisable during the lifetime of a Participant only by such Participant or his guardian or legal representative; provided, however, that such Awards and other rights (other than ISOs and SARs in tandem therewith) may be transferred to one or more of the following transferees (each transferee a “Permitted Assignee”) during the lifetime of the Participant to the extent and on such terms as then may be permitted by the Committee: (i) to the Participant’s spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings; (ii) to a trust for the benefit of one or more of the Participant or the persons referred to in clause (i); (iii) to a partnership, limited liability company or corporation in which the Participant or the persons referred to in clause (i) are the only partners, members or stockholders; or (iv) for charitable donations to a charitable organization; provided that such Permitted Assignee shall be bound by and subject to all the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations and provided further that such Participant shall remain bound by the terms and conditions of the Plan.
(c)        No Right to Continued Employment or Service. Neither the Plan nor any action taken hereunder shall be construed as giving any employee, director or other person the right to be retained in the employ or service of the Company, its Parent or any Subsidiary, nor shall it interfere in any way with the right of the Company, its Parent or any Subsidiary to terminate any employee’s employment or other person’s service at any time or with the right of the Board or stockholders to remove any director.
(d)        Taxes. The Company, its Parent and Subsidiaries are authorized to withhold from any Award granted or to be settled, any delivery of Stock in connection with an Award, any other payment relating to an Award or any payroll or other payment to a Participant amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company, its Parent and Subsidiaries and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations.
(e)        Section 409A. Notwithstanding the other provisions hereof, the Plan and the Awards are intended to comply with the requirements of Section 409A of the Code, to the extent applicable. Accordingly, all provisions herein and with respect to any Awards shall be construed and interpreted such that the Award either (i) qualifies for an exemption from the requirements of Section 409A of the Code or (ii) satisfies the requirements of Section 409A of the Code to the maximum extent possible; provided, however, that in no event shall the Company be obligated to reimburse a Participant or Beneficiary for any additional tax (or related penalties and interest) incurred by reason of application of Section 409A, and the Company makes no representations that Awards are exempt from or comply with Section 409A and makes no undertakings to ensure or preclude that Section 409A will apply to any Awards. If an Award is subject to Section 409A, (A) distributions shall only be made in a manner and upon an event permitted under Section 409A, (B) payments to be made upon a termination of employment shall only be made upon a “separation from service” under Section 409A, (C) payments to be made upon or in connection with a Change in Control shall only be made upon or in connection with a “change of control event” under Section 409A, to the extent required by Section 409A, (D) unless the Award Agreement specifies otherwise, each installment payment shall be treated as a separate payment for purposes of Section 409A, and (E) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A. Notwithstanding anything herein to the contrary, in the event that any Awards constitute nonqualified deferred compensation under Section 409A of the Code, if (x) the Participant is a “specified employee” of the Company as of the specified employee identification date for purposes of Section 409A (as determined in accordance with the policies and procedures adopted by the Company) and (y) the delivery of any cash or Stock payable pursuant to an Award is required to be delayed for a period of six months after separation from service pursuant to Section 409A, such cash or Stock shall be paid within 15 days after the end of thesix-month period. If the Participant dies during suchsix-month period, the amounts withheld on account of Section 409A shall be paid to the Participant’s Beneficiary within 30 days of the Participant’s death.
(f)        Changes to the Plan and Awards.
(i)        The Board may amend, alter, suspend, discontinue or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of stockholders or Participants, except that any such action shall be subject to the approval of the Company’s stockholders at or before the next annual meeting of stockholders for which the record date is after such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided, however, that, without the consent of an affected Participant, no such action may materially impair the rights of such Participant under any Award theretofore granted to him (as such rights are set forth in the Plan and the Award Agreement). The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue, or terminate, any Award theretofore granted and any Award Agreement relating thereto; provided, however, that, (subject to Section 4(c)) without the consent of an affected Participant, no such action may materially impair the rights of such Participant under such Award (as such rights are set forth in the Plan and the Award Agreement). The Board or the Committee shall also have the authority to establish separatesub-plans under the Plan with respect to Participants resident in a particular jurisdiction (the terms of which shall not be inconsistent with those of the Plan) if necessary or desirable to comply with the applicable laws of such jurisdiction.
(ii)        Notwithstanding any provision herein, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, Stock, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization,
merger, consolidation,split-up,spin-off, combination, repurchase or exchange of Stock or other securities, or similar transactions), the Company may not, without obtaining stockholder approval, (A) amend the terms of outstanding Options or SARs to reduce the exercise price of such outstanding Options or SARs, (B) cancel outstanding Options or SARs in exchange for Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs or (C) cancel outstanding Options or SARs with an exercise price above the current Stock price in exchange for cash or other securities.
(g)        No Rights to Awards; No Stockholder Rights. No person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants and employees. No Award shall confer on any Participant any of the rights of a stockholder of the Company unless and until Stock is duly issued or transferred and delivered to the Participant in accordance with the terms of the Award or, in the case of an Option, the Option is duly exercised.
(h)        Company Policies. All Awards made under the Plan shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Board from time to time.
(i)        Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan to deliver cash, Stock, other Awards, or other property pursuant to any Award, which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.
(j)        Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor any submission of the Plan or amendments thereto to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.
(k)        No Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
(l)        Governing Law. The validity, construction and effect of the Plan, any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable federal law.
(m)        Severability. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.
(n)        Successors and Assigns. The Plan and Award Agreements may be assigned by the Company to any successor to the Company’s business. The Plan and any applicable Award Agreement shall be binding on all successors and assigns of the Company and a Participant, including
any permitted transferee of a Participant, the Beneficiary or estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.
(o)        Plan Provisions. In the event there is any express conflict between the terms of the Plan and any Award agreement or other agreement setting forth the terms of an Award, the terms of the Plan shall govern.
(p)        Effective Date. The amended and restated Plan shall be effective as of the 2020 Amendment Effective Date.
LOGO
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ENDORSEMENT_LINE_ SACKPACK 000004 000000000.000000000000000.000000 ext ext 000000000.000000000000000.000000 ext ext
Your vote matters – here’s how to vote!
MR DESIGNATION A SAMPLE (IF ANY) You may vote online or by phone instead of mailing this card.
ADD 1 Votes submitted electronically or by phone
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ADD 4 on June 25, 2020.
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Annual Meeting Proxy Card
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
qA Proposals — The Board of Directors recommends a vote FOR all nominees for director, FOR Proposal 2, FOR Proposal 3, and FOR Proposal 4.

1. ELECTION OF DIRECTORS +
Nominees:
01 - Jeffrey Siegel 02 - Robert B. Kay 03 - Rachael A. Jarosh 04 - John Koegel
05 - Cherrie Nanninga 06 - Craig Phillips 07 - Veronique Gabai-Pinsky 08 - Bruce G. Pollack
09 - Michael J. Regan 10 - Michael Schnabel
Mark here to vote Mark here to WITHHOLD For All EXCEPT - To withhold authority to vote for any nominee(s),
FOR all nominees vote from all nominees write the name(s) of such nominee(s) below.
For Against Abstain For Against Abstain
2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE 3. TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE EXECUTIVE OFFICERS.
COMPANY FOR 2020.
4. TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE
COMPANY’S AMENDED AND RESTATED 2000 LONG-TERM
INCENTIVE PLAN.
B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
A ~~Proposals — The Board of Directors recommends a vote FOR all nominees for director, FOR Proposal 2, and FOR Proposal 3.~~
~~1. ELECTION OF DIRECTORS~~
    ~~Nominees:~~
    ~~01 - Jeffrey Siegel~~ ~~02 - Robert~~ ~~B. Kay~~ ~~03 - Craig~~ ~~Phillips~~ ~~04 - Bruce~~ ~~G. Pollack~~
    ~~05 - Michael~~ ~~J. Jeary~~ ~~06 - John~~ ~~Koegel~~ ~~07 - Cherrie~~ ~~Nanninga~~ ~~08 - Dennis E. Reaves~~
    ~~09 - Michael~~ ~~J. Regan~~ ~~10 - Michael Schnabel~~
  ☐
~~Mark here to voteFOR~~ ~~all nominees~~ ☐ ~~Mark here toWITHHOLDvote from all nominees~~ ☐ ~~For All~~ ~~EXCEPT~~ ~~- To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below.~~

   For Against Abstain   For        Against     Abstain

2.

TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019.


☐

☐

☐
3. TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

☐


☐

☐
B ~~Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below~~
(Please sign proxy as name appears on corporate records. Joint owners should each sign personally. Trustees and others signing in a representative capacity should indicate the capacity in which
they sign.)
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
C 1234567890 J N T MR140 A CHARACTERS) SAMPLE (THISMRAREA A SAMPLE IS SET AND UP TOMR ACCOMMODATE A SAMPLE AND
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~~/                /~~
LOGO
The 2020 Annual Meeting of Shareholders of Lifetime Brands, Inc. will be held on
Thursday, June 25, 2020, 10:30 a.m., ET, virtually via the internet at www.meetingcenter.io/247518216.
To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.
The password for this meeting is LCUT2020.
Proxy materials for the Annual Meeting
of Shareholders are available at:
www.envisionreports.com/LCUT
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~~delivery, sign up at www.envisionreports.com/LCUT~~

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IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
qProxy — LIFETIME BRANDS, INC. +
~~PROXY — LIFETIME BRANDS, INC.~~

This Proxy is solicited on behalf of the Board of Directors

Jeffrey Siegel and Robert B. Kay and each of them, are hereby constituted and appointed the lawful attorneys and proxies of the undersigned, with full power of substitution to vote and otherwise act on behalf of the undersigned with all powers that the undersigned would have if personally present at the ~~2019~~2020 Annual Meeting, with respect to all shares of Common Stock, $.01 par value, of LIFETIME BRANDS, INC. standing in the name of the undersigned on the Company’s books at the close of business on April ~~29, 2019,~~27, 2020, at the Annual Meeting of Stockholders to be held ~~at 1000 Stewart Avenue, Garden City, NY 11530,~~virtually via the Internet at 10:30 ~~A.M.~~a.m., Eastern Time, on June ~~27, 2019~~25, 2020 or at any adjournment(s) or postponement(s) thereof (the ~~“2019~~“2020 Annual Meeting”), as directed on the reverse side. The undersigned acknowledges receipt of the Notice of the Annual Meeting and Proxy Statement dated April ~~30, 2019.~~
29, 2020.
The powers hereby granted may be exercised by any of said attorneys or proxies or their substitutes present and acting at the above-described ~~2019~~2020 Annual Meeting or any adjournment(s) or postponement(s) thereof. The undersigned hereby revokes any and all proxies heretofore given by the undersigned to vote at said meeting.

The proxy holder is authorized to act, in accordance with his or her discretion, upon all matters incident to the conduct of the meeting and upon other matters that properly come before the ~~2019~~2020 Annual Meeting, subject to compliance with Rule14a-4(c) of the Securities Exchange Act of 1934, as amended. This proxy when properly executed will be voted in the manner directed herein. If no direction is made with respect to any proposal, this proxy will be voted FOR all nominees listed in Proposal 1, FOR Proposal 2, FOR Proposal 3, and FOR Proposal 3.
4.
(Continued and to be signed on reverse side.)
CNon-Voting Items
Change of Address — Please print new address below. Comments — Please print your comments below.
C ~~Non-Voting Items~~
~~Change of Address —~~ ~~Please print new address below.~~
~~Comments~~ ~~— Please print your comments below.~~


☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11.

	1)	Title of each class of securities to which transaction applies:


	2)	Aggregate number of securities to which transaction applies:


	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


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MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS			21

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			3

PROXY STATEMENT SUMMARY			5

PROXY STATEMENT			7

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			1011

PROPOSAL NO. 1: ELECTION OF DIRECTORS			1214

EXECUTIVE OFFICERS			1620

CORPORATE GOVERNANCE			1620

DIRECTOR COMPENSATION			2227

COMPENSATION DISCUSSION AND ANALYSIS			2429

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ~~2019~~2020			5863

AUDIT COMMITTEE REPORT			6065

PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION			6267

PROPOSAL NO. 4: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S AMENDED AND RESTATED 2000 LONG-TERM INCENTIVE PLAN			68

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			6380


Proposal No.	Proposal	Board Recommends
1	To elect a board of directors consisting of ten directors named in this proxy statement to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified	FOR each nominee

2	To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for ~~2019~~2020	FOR

3	To approve, on anon-binding advisory basis, the compensation of the Company’s named executive officers	FOR

4	To approve an amendment and restatement of the Company’s Amended and Restated 2000 Long-Term Incentive Plan	FOR


Name	Age	Main Occupation	Joined Board	Committee Assignment
Jeffrey Siegel	76	Chairman/Executive Chairman, Lifetime Brands, Inc.	1967	SP, Exec (Chair)

Robert B. Kay	57	CEO, Lifetime Brands, Inc.	2018

Michael J. Jeary	72	Retired advertising executive	2005	Nom/Gov, SP (Chair), Comp

John Koegel*	67	Principal,Jo-Tan, LLC	2008	Nom/Gov (Chair), SP, Audit, Comp, Exec

Cherrie Nanninga	70	Partner, Real Estate Solutions Group	2003	Nom/Gov, Audit, Comp (Chair)

Craig Phillips	68	Retired, Senior VP – Distribution¹, Lifetime Brands, Inc.	1974	Nom/Gov

Bruce G. Pollack	60	Managing Partner, Centre Partners Management, LLC	2018	Nom/Gov, Comp

Dennis E. Reaves	76	Consultant	2013	Nom/Gov, SP

Michael J. Regan	77	Retired Certified Public Accountant	2012	Nom/Gov, Audit (Chair)

Michael Schnabel	41	Partner, Centre Partners Management, LLC	2018	Nom/Gov, SP


Name	Age	Main Occupation	Joined Board	Committee Assignment
Jeffrey Siegel	77	Chairman/Executive Chairman, Lifetime Brands, Inc.	1967	Exec (Chair)

Robert B. Kay	58	CEO, Lifetime Brands, Inc.	2018	Exec

Rachael A. Jarosh	51	CEO, Enactus	2020	Nom/Gov

John Koegel*	68	Principal,Jo-Tan, LLC	2008	Nom/Gov (Chair), SP, Audit, Comp, Exec

Cherrie Nanninga	71	Partner, Real Estate Solutions Group	2003	Nom/Gov, Comp (Chair)

Craig Phillips	69	Retired, Senior VP – Distribution¹, Lifetime Brands, Inc.	1974	Nom/Gov, SP

Veronique Gabai-Pinsky	54	Former Global President, The Vera Wang Group	-	-

Bruce G. Pollack	61	Managing Partner, Centre Partners Management, LLC	2018	Nom/Gov, Comp

Michael J. Regan	78	Retired Certified Public Accountant	2012	Nom/Gov, Audit (Chair)

Michael Schnabel	42	Partner, Centre Partners Management, LLC	2018	Nom/Gov, SP


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under§240.14a-12



Notice of ~~2019~~2020 Annual Meeting and Proxy Statement

June ~~27, 2019~~ 25, 2020		Garden City, New York


Name of beneficial owner	Number of shares beneficially owned			Percent of shares beneficially owned*		Number of shares beneficially owned			Percent of shares beneficially owned*
DIRECTORS AND EXECUTIVE OFFICERS (1)
Jeffrey Siegel		1,508,170 ⁽²⁾			7.1%		1,700,891⁽²⁾			7.7%
Craig Phillips		642,039⁽³⁾			3.1%		649,639			3.0%
Daniel Siegel		434,552⁽⁴⁾			2.1%		478,434⁽³⁾			2.2%
Ronald Shiftan		395,121⁽⁵⁾			1.9%		224,356⁽⁴⁾			1.0%
Laurence Winoker		116,308⁽⁶⁾			†		136,164⁽⁵⁾			†
Robert B. Kay		128,500⁽⁷⁾			†		290,389⁽⁶⁾			1.3%
Michael J. Jeary		80,600⁽⁸⁾			†
Rachael A. Jarosh							4,197			†
Cherrie Nanninga		57,100⁽⁹⁾			†		48,960			†
John Koegel		39,085			†		46,685			†
Michael J. Regan		26,134			†		33,734			†
Dennis E. Reaves		20,558			†		28,158			†
Bruce G. Pollack		5,891,794 ⁽¹⁰⁾			28.2%		6,007,802⁽⁷⁾			28.0%
Michael Schnabel		7,086			†		14,686			†
All directors and executive officers as a group (13 persons)		9.347,047			44.7%
Veronique Gabai-Pinsky							0			0%

All directors, nominees and executive officers as a group (14 persons)							9,664,095			43.5%

Name of beneficial owner	Number of shares beneficially owned			Percent of shares beneficially owned		Number of shares beneficially owned			Percent of shares beneficially owned
Centre Partners V, L.P. 601 Lexington Avenue, 55th Floor New York, New York 10022		5,884,708	⁽¹¹⁾		28.1%		5,993,116	⁽⁸⁾		27.9	%
Kennedy Capital Management, Inc. 10829 Olive Blvd. St. Louis, Missouri 63141							1,686,821	⁽⁹⁾		7.9	%
Mill Road Capital II, L.P. 382 Greenwich Avenue, Suite One Greenwich, Connecticut 06830		1,628,203	⁽¹²⁾		7.8%		1,628,203	⁽¹⁰⁾		7.6	%
Dimensional Fund Advisors LP 6300 Bee Cave Road Austin, Texas 78746		1,250,094	⁽¹³⁾		6.0%		1,304,463	⁽¹¹⁾		6.1	%


*Jeffrey Siegel* is Executive Chairman of ~~our~~the Board ~~and Executive Chairman.~~of Directors. Mr. Siegel has held the position of Chairman of the Board since June 2001, the position of President from December 1999 to 2013 and the position of Chief Executive Officer from December 2000 to March 2018. Mr. Siegel is also is a director of Grupo Vasconia, S.A.B. (“Vasconia”), a manufacturer and distributor of industrial aluminum products, aluminum disks, cookware and related items in Mexico, in which ~~we have~~the Company has approximately a 30% equity ownership. Mr. Siegel has been a director of Vasconia since 2007. Shares of Vasconia’s capital stock are traded on the Bolsa Mexicana de Valores, the Mexican Stock Exchange. Mr. Siegel has served the Company in various capacities and has been a director of the Company since 1967. Mr. Siegel is a cousin of Craig Phillips and the father of Daniel Siegel.

*Robert B. Kay*is our ChiefExecutive Officer and has served in such role since the consummation of the Filament Acquisition in March 2018. Mr. Kay previously served as the Chairman and Chief Executive Officer of Filament from 2012 to 2018. Mr. Kay began his career at Deloitte & Touche where he spent six years as a management consultant. From 1993 until 1998, he served as the Senior Vice President and Chief Financial Officer of Oxford Resources Corp., a ~~NASDAQ~~Nasdaq listed consumer finance company. From 1999 to 2005, Mr. Kay was President and Chief Executive Officer of Key Components, Inc., a diversified industrial company. In 2006, Mr. Kay joined Kaz, Inc. as Executive Chairman until the company was sold to a publicly traded strategic buyer in 2010. Mr. Kay has been a member of the operating partner network of Centre Partners Management, LLC, which, through its affiliates, beneficially owns a majority of the capital stock of Taylor Parent, LLC, since 2005. Mr. Kay also serves on the board of Nearly Natural, LLC, a private portfolio company of Centre Partners Management, LLC.



		~~Michael J. Jeary~~Rachael A. Jarosh is President and Chief Executive Officer of Enactus, anon-profit experiential learning platform dedicated to creating a ~~retired advertising executive.~~better world while developing the next generation of leaders with a head for business and a heart for the world, and has served in this role since 2016. From ~~2009~~2013 to 2016, ~~Mr. Jeary~~Ms. Jarosh was ~~President~~the Chief Executive Officer of ~~Laughlin Constable, an advertising agency with offices in Milwaukee, Chicago~~Isles Strategies, LLC, a management consulting firm. Earlier, Ms. Jarosh served as president of the foundation at Pentair plc and ~~New York.~~as global head of marketing and communications from 2004-2009. Prior to ~~that,~~Pentair, Ms. Jarosh was a senior counselor in the corporate practice at Carmichael Lynch Spong from ~~2006 to July 2009, Mr. Jeary was President~~2001-2004; investor relations officer at Supervalu, Inc. (now UNFI) from 1998-2000, and ~~CEO of Partners + Jeary, a New York-based advertising agency.~~worked in investment research and banking at RBC Dain Rauscher from 1996-1998. She began her career as an attorney with Jacobson, Harwood, Brill & Bennett, P. A. in 1991.



*John Koegel* has been our independent lead director since 2013 and a principal ofJo-Tan, LLC, a retail consulting company since 2006. From February 2010 to October 2011, Mr. Koegel was a member of the Board of Directors and Lead Director of Game Trading Technologies, Inc., a ~~publicly held~~publicly-held provider of trading solutions for video game retailers, publishers, rental companies and consumers.



		*Veronique Gabai-Pinsky*held the position of Global President of the Vera Wang Group, a fashion designer, manufacturer, and distributor, from 2015 to 2018. Previously, Ms. Pinsky held the position of Global President of ADF (all fragrance portfolio), Lab Series (skin care for men) Beauty Bank and Idea Bank (New Brands Development), all divisions of the Estee Lauder Companies from 2006 to 2015 and served as the General Manager for Donna Karan and Michael Kors in the same ADF division from 2003 to 2006. Prior to her service at the Estee Lauder Companies, Ms. Gabai Pinsky held various executive level marketing and management positions at large international beauty companies such as Dragoco (now Symrise), LVMH and L’OREAL from 1988 to 2003. Ms. Gabai Pinsky currently serves on the Board of Interparfums, a publicly traded company, since 2017.

*Bruce G. Pollack* is a Managing Partner of Centre Partners Management, LLC ~~and~~where he has ~~served in that role~~been employed since 1991. Mr. Pollack began his career in the investment banking division of Becker Paribas Incorporated and Merrill Lynch Capital Markets. Mr. Pollack currently serves as a ~~director~~Director of Taylor Parent, LLC, ~~Guy~~Guys & O’Neill, Inc., K2 Pure Solutions, L.P., Sun Orchard, Inc., Nearly Natural, LLC, Golding Farms ~~Food,~~Foods, Inc. and One World Fitness PFF, LLC, each a private portfolio company of Centre Partners Management, LLC. Mr. Pollack previously served on the Boards of a number of companies including Taylor Precision Products, Inc. (until March 2018), Captain D’s, LLC, Bellisio Foods, Inc., Bumble Bee Foods, L.P., the Distant Lands Trading Co., Inc., Sabrosura Foods, LLC, The Johnny Rockets Group, Inc., KIK Corporation Holdings, Inc., Salton, Inc., Ross Aviation, LLC and several other private companies. He is on the Board of Governors of the Weizmann Institute of Science. Mr. Pollack received a B.A. from Brandeis University.


*Michael Schnabel* is a Partner of Centre Partners Management LLC. Mr. Schnabel joined Centre Partners Management, LLC in 2002. Prior to joining Centre, he served as Director of Finance at OmniSky Corporation after having worked in Donaldson, Lufkin & Jenrette Securities Corp.’s investment banking department. Mr. Schnabel is currently a ~~director~~Director of Taylor Parent, LLC, Covenant Care, LLC, ~~Taylor Precision Products, Inc.,~~ Nearly Natural, LLC, Sun Orchard, Inc., Bradford Health Services, LLC, ~~Stonewall Kitchen~~Sabrosura Foods, LLC and Guy & O’Neill, Inc., each of which is either a private portfolio company of Centre Partners Management, LLC or a subsidiary of the Company. He previously served on the Boards of ActionEmco Acquisition, LLC, Bellisio Foods, Inc., Captain D’s, LLC, Group Dekko Holdings, Inc., Stonewall Kitchen LLC and Uno Restaurant Holdings Corp. Mr. Schnabel received a B.S. from Duke University.


*Nominee*		*Key Qualifications*

Jeffrey Siegel		Service as our Chairman and Executive Chairman; extensive knowledge of our strategy, operations and financial position and of the housewares and retail industries.

Robert B. Kay		Service as our Chief Executive Officer; distinguished career as the Chief Executive Officer in the housewares industry; experience gained in leadership positions in various industries.

~~Michael J. Jeary~~ Rachael A. Jarosh		~~Distinguished career as a marketing executive. Consumer products~~Strong background in communications, finance and~~e-commerce~~ ~~experience gained in leadership positions in the advertising industry;~~ general management with deep knowledge of ~~the Company~~private sector environmental, social, and ~~the housewares industry through board service.~~governance (ESG) matters; strong legal experience as senior counsel in corporate practice in private practice and knowledge of investment banking with a background in investment research and banking at a large bank.

John Koegel		Notable career in retailing; strong background in merchandising and general management; consultant for private investment funds and their retail and consumer related portfolio companies; recognized expertise in business improvement, management oversight and due diligence; experience in providing strategic advice on merger and acquisition transactions; knowledge of the Company and the housewares industry through board service.

Cherrie Nanninga		Extensive experience as a financial and operations executive; experience as Deputy Chief Financial Officer of a large public sector organization and Chief Operating Officer of a large division of a multinational company; knowledge of the Company and the housewares industry through board service.

Craig Phillips		Longstanding service as our Senior Vice-President – Distribution and Vice-President – Manufacturing until his retirement in 2015; knowledge of our strategy, operations and financial position and of the housewares industry.

Veronique Gabai-Pinsky		Expert in brand building, product development, creative and innovation, global business management, organizational design, talent management, brand portfolio management through senior leadership positions in the beauty and fragrance industry and the ready to wear apparel industry.

Bruce G. Pollack		Extensive investment banking and private equity experience; ~~Board~~board of ~~Director~~director leadership experience through portfolio companies of Centre Partners Management, LLC.

~~Dennis E. Reaves~~		~~Distinguished career in retailing; business and strategic acumen and knowledge of the retail and consumer products industries.~~

Michael J. Regan		Notable career with extensive public company board experience; experience as an audit partner in a large international accounting firm; financial, business and strategic acumen and knowledge of the retail and consumer products industries.

Michael Schnabel		Extensive investment banking and private equity experience; ~~Board~~board of ~~Director~~director leadership experience through portfolio companies of Centre Partners Management, LLC.



Name ~~Name~~	Age	Positions/Offices with Company

Robert B. Kay	5758	Chief Executive Officer
Jeffrey Siegel	7677	Chairman of the Board; Executive Chairman

Daniel Siegel	4950	President
Laurence Winoker	6364	Senior Vice-President – Finance; Treasurer; Chief Financial Officer


Board of Directors Annual Retainer
Cash		$45,000
Restricted Common Stock		$70,000
Total		$~~70,000~~ 115,000
~~Total~~	~~$115,000~~
Committee Chair Annual Cash Retainer
Chair of Audit or Compensation Committee		$20,000
Chair of Nominating/Governance or Strategic Planning Committee		$10,000
Committee Member Annual Cash Retainer		$2,000
Independent Lead Director Annual Cash Retainer		$30,000
Cash Fee for Each Meeting Attended
Board Meeting		$2,000
~~Board~~Committee Meeting		$~~2,000~~
~~Committee Meeting~~ 500	~~$500~~


Name	Fees earned or paid in cash	Stock awards⁽¹⁾⁽²⁾	All Other Compensation	Total	Fees earned or paid in cash			Stock awards ⁽¹⁾⁽²⁾			All Other Compensation			Total
Michael J. Jeary(3)	$ 83,000	$ 70,000	$—	$ 153,000		$	84,000		$	70,000		$	-		$	154,000
John Koegel	115,500	70,000	—	185,500			118,000			70,000			-			188,000
Cherrie Nanninga	94,500	70,000	—	164,500			93,500			70,000			-			163,500
Craig Phillips	61,500	70,000	—	131,500			67,500			70,000			-			137,500
Bruce G. Pollack⁽³⁾	64,750	93,333	—	158,083			69,500			70,000			-			139,500
Dennis E. Reaves	67,500	70,000	29,500⁽⁶⁾	167,000			69,000			70,000			-			139,000
Michael J. Regan	78,000	70,000	—	148,000			86,500			70,000			-			156,500
Sara Genster Robling ⁽⁴⁾	55,250	—	—	55,250
Michael Schnabel⁽³⁾	62,750	93,333	—	156,083
William U. Westerfield⁽⁵⁾	50,500	—	—	50,500
Michael Schnabel							67,500			70,000			-			137,500
Ronald Shiftan⁽⁴⁾							15,125			20,264			-			35,389


Name	Restricted shares	Vested stock options	Unvested stock options
Michael J. Jeary⁽¹⁾	5,364	25,000	--
John Koegel⁽¹⁾	5,364	--	--
Cherrie Nanninga⁽¹⁾	5,364	25,000	--
Craig Phillips⁽¹⁾	5,364	--	--
Bruce G. Pollack⁽²⁾	7,086	--	--
Dennis E. Reaves⁽¹⁾	5,364	--	--
Michael J. Regan⁽¹⁾	5,364	--	--
Sara Genster Robling	--	--	--
Michael Schnabel⁽²⁾	7,086	--	--
William U. Westerfield	--	--	--


Executive	Adjusted IBIT Weighting	Individual Bonus Weighting
Robert Kay	78%	22%
Jeffrey Siegel	80%	20%
Ronald Shiftan	86%	14%
Daniel Siegel	67%	33%
Laurence Winoker	60%	40%



Executive	Adjusted EBITDA Weighting as a % of Target	Individual Goals Weighting as a % of Target

Robert Kay	78%	22%

Jeffrey Siegel	80%	20%

Daniel Siegel	67%	33%

Laurence Winoker	60%	40%


	Bonus Opportunity
	Threshold	Target	Maximum	Actual Bonus Paid⁽¹⁾	% of Target

TOTAL	$450,000	$900,000	$1,600,000	$181,200	20%

Individual	100,000	200,000	200,000	181,200	91%

Adjusted IBIT	350,000	700,000	1,400,000	-	0%


Executive	Annual Adjusted EBITDA Performance Bonus Achieved	Annual Individual Goal Bonus Achieved	Total Annual Bonus Achieved	Value of Cash Payment	Value of Restricted Shares Granted⁽¹⁾	Number of Restricted Shares Granted	% of Target Award Achieved

Robert Kay	$385,000	$150,925	$535,925	$145,500	$390,425	61,195	60%

Jeffrey Siegel	$544,500	$193,916	$738,416	$200,475	$537,941	84,317	60%

Daniel Siegel	$219,141	$133,078	$352,219	$95,625	$256,594	40,218	59%

Laurence Winoker	$87,656	$67,907	$155,563	$42,234	$113,329	17,763	59%



*Performance Metrics*	*Weight*	*Target (in thousands)*	*Actual (in thousands)*	*% Target*	*Weight*	Target (in thousands)	Actual (in thousands)	% Target Achieved
Net Sales	50%	$1,997,200	$1,876,637	94.0%	50%	$2,227,600	$2,018,920	90.7%
Adjusted EBITDA	50%	$171,000	$140,341	82.1%	50%	$210,000	157,925	75.2%



*Executive*	Performance Shares Target	Performance Shares Earned as a % of Target	Actual Performance Shares Earned
Robert Kay⁽¹⁾	-	-	-
Jeffrey Siegel	6,000	83%	4,978
Ronald Shiftan⁽²⁾	6,000	57%	3,407
Daniel Siegel	6,000	83%	4,978
Laurence Winoker	4,000	83%	3,319


		The Compensation Committee
		Cherrie Nanninga – Chair
		John Koegel
		~~Michael J. Jeary~~
		Bruce G. Pollack


*Name,* *Principal* *Position*	*Year*		*Salary*		Non-Equity Incentive Plan Compensation	*Stock* *Awards* *⁽¹⁾⁽²⁾*		Option Awards ⁽¹⁾		All Other Compensation ⁽⁵⁾	*Total*
Robert Kay⁽³⁾ Chief Executive Officer		2018	$	649,231	$ —	$	1,948,800	$	679,650	$ 15,280	$ 3,292,961
Jeffrey Siegel⁽⁴⁾ Chairman of our Board, Executive Chairman		2018		990,000	—		156,600		—	124,005	1,270,413
		2017		990,000	899,406		387,400		454,500	123,675	2,854,981
		2016		1,000,000	1,412,316		188,280		—	108,136	2,708,732
Ronald Shiftan Vice Chairman of our Board, Chief Operating Officer		2018		650,000	—		—		—	91,500	741,500
		2017		650,000	482,717		221,400		—	91,220	1,445,337
		2016		650,000	798,556		188,280		—	101,961	1,738,797
Daniel Siegel President		2018		511,779	—		117,450		—	18,000	647,229
		2017		475,000	412,712		221,400		—	18,025	1,127,137
		2016		475,000	592,200		188,280		—	18,000	1,273,480
Laurence Winoker Senior Vice President - Finance, Treasurer, Chief Financial Officer		2018		425,000	—		117,450		—	12,000	554,450
		2017		425,000	211,197		147,600		—	12,083	795,880
		2016		425,000	291,494		125,520		—	11,636	853,650


Name, Principal Position	*Year*		*Salary*		Non-Equity Incentive Plan *Compensation* *(1)*	*Stock* Awards (2) (3) (4)		Option Awards (2)		All Other Compensation *(8)*	*Total*

Robert Kay⁽⁵⁾ Chief Executive Officer		2019	$	800,000	$ 145,500	$	1,339,250	$	691,075	$ 28,836	$ 3,004,661
Robert Kay⁽⁵⁾ Chief Executive Officer		2018		649,231	-		1,948,800		679,650	15,280	3,292,961

Jeffrey Siegel⁽⁶⁾ Chairman of our Board, Executive Chairman		2019		990,000	200,475		1,109,000		-	123,640	2,423,115
		2018		990,000	-		156,600		-	124,005	1,270,605
		2017		990,000	899,406		387,400		454,500	123,675	2,854,981

Ronald Shiftan⁽⁷⁾ Former Vice Chairman of our Board, Chief Operating Officer		2019		101,042	-		-		-	1,208,170	1,309,212
		2018		650,000	-		-		-	91,500	741,500
		2017		650,000	482,717		221,400		-	91,220	1,445,337

Daniel Siegel President		2019		530,529	95,625		246,725		-	18,000	890,879
		2018		511,779	-		117,450		-	18,000	647,229
		2017		475,000	412,712		221,400		-	18,025	1,127,137

Laurence Winoker Senior Vice President-Finance, Treasurer, Chief Financial Officer		2019		425,000	42,234		148,880		-	12,000	628,114
		2018		425,000	-		117,450		-	12,000	554,450
		2017		425,000	211,197		147,600		-	12,083	795,880



Name	Year	Insurance Reimbursement	Automobile Related	Professional fees	Misc	Total All Other Compensation	Year	Insurance Reimbursement	Automobile Related	Professional fees	Misc.	Total All Other Compensation
Robert Kay							2019	$ -	$ 18,000	$ 10,836	$ -	$ 28,836
Robert Kay	2018	$ -	td5,280	$ -	$ -	$ 15,280	2018	-	15,280	-	-	15,280
Jeffrey Siegel	2018	100,000	24,005	-	-	124,005	2019	100,000	23,640	-	-	123,640
	2017	100,000	23,650	-	25	123,675	2018	100,000	24,005	-	-	124,005
	2016	75,000	25,555	7,581	-	108,136	2017	100,000	23,650	-	25	123,675
Ronald Shiftan	2018	68,359	16,500	6,641	-	91,500	2019	-	-	-	1,238,870⁽¹⁾	1,208,170
	2017	66,270	18,000	6,925	25	91,220	2018	68,359	16,500	6,641	-	91,500
	2016	75,000	25,156	1,805	-	101,961	2017	60,000	20,400	15,000		95,400
Daniel Siegel	2018	-	18,000	-	-	18,000	2019	-	18,000	-	-	18,000
	2017	-	18,000	-	25	18,025	2018	-	18,000	-	-	18,000
	2016	-	18,000	-	-	18,000	2017	-	18,000	-	25	18,025
Laurence Winoker	2018	-	12,000	-	-	12,000	2019	-	12,000	-	-	12,000
	2017	-	12,033	-	50	12,083	2018	-	12,000	-	-	12,000
	2016	-	11,636	-	-	11,636	2017	-	12,033	-	50	12,083


Name	Grant date			Estimated possible payouts under non-equity incentive plan awards⁽¹⁾						Estimated future payouts under equity incentive plan awards⁽²⁾				All other stock awards: Number of shares of stock (#)	All other option awards: Number of securities underlying options (#)	Exercise or base price of option awards ($)	Grant date fair value of stock and option awards ($)		Grant date		Estimated possible payouts under non-equity incentive plan awards (1)						Estimated future payouts under equity incentive plan awards (2)				All other stock awards: Number of shares of stock (#)	All other option awards: Number of securities underlying options (#)	Exercise or base price of option awards ($)	Grant date fair value of stock and option awards ($)
Name	Grant date			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)		All other stock awards: Number of shares of stock (#)		Exercise or base price of option awards ($)	Grant date fair value of stock and option awards ($)		Grant date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)		All other stock awards: Number of shares of stock (#)		Exercise or base price of option awards ($)	Grant date fair value of stock and option awards ($)

Robert Kay

Annual Incentive Plan					$450,000		$900,000		$1,600,000												$	450,000	$	900,000	$	1,600,000
Stock Options		March 2, 2018													150,000⁽³⁾	$13.75		679,650

Restricted shares		March 2, 2018												50,000⁽⁴⁾				687,500		March 15, 2019											20,000 ⁽³⁾			$	188,000

Restricted shares		June 28, 2018												6,000⁽⁵⁾				78,300		June 27, 2019											62,500 ⁽⁴⁾				575,625

Stock options																				June 27, 2019												250,000 ⁽⁵⁾	$9.21		691,075

Performance shares		June 28, 2018	⁽⁶⁾							42,000	56,000		84,000					730,800		June 27, 2019							46,875	62,500		93,750					575,625

Jeffrey Siegel

Annual Incentive Plan																						618,750		1,237,500		2,227,500

Restricted shares																				March 15, 2019											20,000 ⁽³⁾				188,000

Restricted shares																				June 27, 2019											100,000 ⁽⁶⁾				921,000

Ronald Shiftan⁽⁷⁾



Daniel Siegel

Annual Incentive Plan																						298,828		597,656		796,875

Restricted shares																				March 15, 2019											14,000 ⁽³⁾				131,600

Restricted shares																				June 27, 2019											6,250 ⁽⁴⁾				57,563

Performance shares		August 8, 2018	⁽⁶⁾							28,500	38,000		57,000					452,200		June 27, 2019							4,688	6,250		9,375					57,563
Jeffrey Siegel

Laurence Winoker

Annual Incentive Plan					618,750		1,237,500		2,227,500													132,813		265,625		425,000

Restricted shares		June 28, 2018												6,000⁽⁵⁾				78,300		March 15, 2019											8,000 ⁽³⁾				75,200

Restricted shares																				June 27, 2019											4,000 ⁽⁴⁾				36,840

Performance shares		June 28, 2018								4,500	6,000		9,000					78,300		June 27, 2019							3,000	4,000		6,000					36,840
Ronald Shiftan
Annual Incentive Plan					341,250		682,500		1,397,500
Daniel Siegel
Annual Incentive Plan					288,281		576,563		768,750
Restricted shares		June 28, 2018												4,500⁽⁵⁾				58,725
Performance shares		June 28, 2018								3,375	4,500		6,750					58,725
Laurence Winoker
Annual Incentive Plan					132,813		265,625		425,000
Restricted shares		June 28, 2018												4,500⁽⁵⁾				58,725
Performance shares		June 28, 2018								3,375	4,500		6,750					58,725


	Option Awards		Restricted Stock Awards		Option Awards				Restricted Stock Awards and Performance Share Awards
Name	Number of shares acquired on exercise	Value realized on exercise ($)	Number of shares acquired on vesting	Value realized on Vesting ($)	Number of shares acquired on exercise		Value realized on exercise ($)		Number of shares acquired on vesting		Value realized on Vesting ($)
Robert Kay	-	$ -	-	$ -		-	$	-		18,166	$	188,516
Jeffrey Siegel	15,000	107,250	12,229	146,119		-		-		14,366		122,796
Ronald Shiftan	15,000	83,250	10,562	129,399		-		-		14,032		129,492
Daniel Siegel	-	-	8,896	112,689		-		-		10,657		96,077
Laurence Winoker	5,000	33,250	4,948	62,357		25,000		180,500		7,272		65,784


	Option Awards									Stock Awards
																						Option Awards								Stock Awards
Name	Number of securities underlying unexercised options (#) exercisable			Number of securities underlying unexercised options (#) unexercisable			Option exercise price ($)		Option expiration date	Number of Shares or Units of Stock that have not vested (#)			Market Value of Shares or Units of Stock That have not vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($)			Number of securities underlying unexercised options (#) exercisable			Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)		Option expiration date	Number of Shares or Units of Stock that have not vested (#)				Market Value of Shares or Units of Stock That have not vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($)

Robert Kay

Stock Options		-			150,000	(1)		13.75	March 2, 2028														50,000	⁽¹⁾		100,000 ⁽¹⁾		13.75	March 2, 2028

																										250,000 ⁽²⁾		9.21	June 27, 2029

Restricted Shares											50,000	(2)		501,500	(3)																33,334	⁽³⁾			231,671	⁽⁴⁾

											6,000	(4)		60,180	(3)																4,500	⁽⁵⁾			31,275	⁽⁴⁾

																															20,000	⁽⁶⁾			139,000	⁽⁴⁾

																															62,500	⁽⁷⁾			434,375	⁽⁴⁾

Performance Shares																	56,000	(5)		561,680	(3)												��					56,000	⁽⁸⁾		389,200	⁽⁴⁾

																																						38,000	⁽⁹⁾		264,100	⁽⁴⁾

																																						62,500	⁽¹⁰⁾		434,375	⁽⁴⁾


																	38,000	(6)		381,140	(3)
Jeffrey Siegel

Stock Options		100,000	(7)					13.27	May 6, 2020														100,000	⁽¹¹⁾				13.27	May 6, 2020

		150,000	(8)					11.73	March 3, 2021														150,000	⁽¹²⁾				11.73	March 3, 2021

		30,000	(9)					11.64	April 30, 2022														30,000	⁽¹³⁾				11.64	April 30, 2022

		24,000	(10)					12.79	May 6, 2023														24,000	⁽¹⁴⁾				12.79	May 6, 2023

		100,000	(11)					18.04	March 11, 2024														100,000	⁽¹⁵⁾				18.04	March 12, 2024

		16,000	(12)					19.10	April 29, 2024														16,000	⁽¹⁶⁾				19.10	April 29, 2024

		50,000	(13)		25,000	(13)		16.60	January 1, 2027														75,000	⁽¹⁷⁾				16.60	January 1, 2027

Restricted Shares											1,250	(14)		12,538	(3)																1,500	⁽¹⁸⁾			10,425 ⁽⁴⁾

											3,000	(15)		30,090	(3)																3,000	⁽¹⁹⁾			20,850 ⁽⁴⁾

											3,334	(16)		33,440	(3)																4,500	⁽⁵⁾			31,275 ⁽⁴⁾

											4,500	(17)		45,135	(3)																20,000	⁽⁶⁾			139,000 ⁽⁴⁾

											6,000	(4)		60,180	(3)																100,000	⁽²⁰⁾			695,000 ⁽⁴⁾

Performance Shares																	6,000	(18)		60,180	(3)																	6,000 ⁽²¹⁾			41,700 ⁽⁴⁾

																	6,000	(19)		60,180	(3)																	6,000 ⁽⁸⁾			41,700 ⁽⁴⁾

																	6,000	(5)		60,180	(3)

Daniel Siegel

Stock Options																							25,000	⁽¹¹⁾				13.27	May 6, 2020

																							10,000	⁽¹³⁾				11.64	April 30, 2022

																							16,000	⁽¹⁴⁾				12.79	May 6, 2023

																							16,000	⁽¹⁶⁾				19.10	April 29, 2024

Restricted Shares																															1,500	⁽¹⁸⁾			10,425 ⁽⁴⁾

																															3,000	⁽¹⁹⁾			20,850 ⁽⁴⁾

																															3,375	⁽⁵⁾			23,456 ⁽⁴⁾

																															14,000	⁽⁶⁾			97,300 ⁽⁴⁾

																															6,250	⁽⁷⁾			43,438 ⁽⁴⁾

Performance Shares																																						6,000 ⁽²¹⁾			41,700 ⁽⁴⁾

																																						4,500 ⁽⁸⁾			31,275 ⁽⁴⁾

																																						6,250 ⁽¹⁰⁾			43,438 ⁽⁴⁾


Plan Category	Number of Shares of Common Stock to be Issued upon Exercise of Outstanding Options, Warrants or Rights⁽¹⁾	Weighted-Average Exercise Price of Outstanding Options⁽²⁾	Number of Shares of Common Stock Remaining Available for Future Issuance

Equity Compensation Plan Approved by Security Holders	2,057,756	$13.87	946,109

Equity Compensation Plan Not Approved by Security Holders	-	-	-

Total	2,057,756	$13.87	946,109



Upon Termination as a Result of a Disability	Upon Termination as a Result of a Disability						Upon Termination as a Result of a Disability

Payment		Robert Kay	Jeffrey Siegel	Ronald Shiftan	Daniel Siegel	Laurence Winoker		Robert Kay		Jeffrey Siegel (1)		Daniel Siegel		Laurence Winoker

Cash severance		$400,000	$6,682,500	$3,997,500	$256,250	$212,500			$400,000		$6,682,500		$275,000		$212,500

Awarded but unpaid bonus		-	-	-	-	-			$385,000		$544,500		$219,141		$155,563

Options (intrinsic value)		-	-	-	-	-			-		-		-		-

Restricted shares (intrinsic value)		-	181,383	87,763	-	-			-		$896,550		-		-

Accrued salary		18,462	22,846	15,000	11,827	9,808			$21,538		$26,654		$14,808		$11,442

Accrued vacation		122,530	139,133	25,000	19,712	16,346			$123,076		$152,307		$21,154		$16,346

Insurance or professional fee reimbursement		-	100,000	-	-	-			-		$100,000		-		-

TOTAL		$540,992	$7,125,862	$4,125,263	$287,789	$238,654			$929,614		$8,402,511		$530,103		$395,851


Upon Termination as a Result of a Death

Payment		Robert Kay	Jeffrey Siegel	Ronald Shiftan	Daniel Siegel	Laurence Winoker

Cash severance		$ -	$6,682,500	$3,997,500	$ -	$ -

Awarded but unpaid bonus		-	-	-	-	-

Options (intrinsic value)		-	-	-	-	-

Restricted shares (intrinsic value)		-	181,383	87,763	-	-

Accrued salary		18,462	22,846	15,000	11,827	9,808

Accrued vacation		122,530	139,133	25,000	19,712	16,346

TOTAL		$140,992	$7,025,862	$4,125,263	$31,539	$26,154


Upon Termination by the Company for Cause or by the Executive Without Good Reason

Payment	Robert Kay	Jeffrey Siegel	Ronald Shiftan	Daniel Siegel	Laurence Winoker

Awarded but unpaid bonus	$ -	$ -	$ -	$ -	$ -

Accrued salary	18,462	22,846	15,000	11,827	9,808

Accrued vacation	122,530	139,133	25,000	19,712	16,346

TOTAL	$140,992	$161,979	$40,000	$31,539	$26,154


*Upon Termination as a Result of a Change of Control of the Company by the Company without Cause or by the Executive for Good Reason*

Payment	Robert Kay	Jeffrey Siegel	Ronald Shiftan (3)	Daniel Siegel	Laurence Winoker

Cash severance	$3,400,000	$6,682,500	$3,997,500	$2,178,125	$1,381,250

Awarded but unpaid bonus	-	-	-	-	-

Options (intrinsic value)	-	-	-	-	-

Restricted shares (intrinsic value)	561,680	181,383	87,763	132,898	101,554

Health benefits	4,639	6,332	-	8,580	6,037

Insurance or professional fee reimbursement	-	100,000	-	-	-

Accrued salary	18,462	22,846	15,000	11,827	9,808

Accrued vacation	122,530	139,133	25,000	19,712	16,346

TOTAL	$4,107,311	$7,132,194	$4,125,263	$2,351,142	$1,514,995


*Upon All Other Termination by the Company or by the Executive for Good Reason*

Payment	Robert Kay (1)	Jeffrey Siegel (2)	Ronald Shiftan (3)	Daniel Siegel (4)	Laurence Winoker(5)

Cash severance	$3,400,000	$6,682,500	$3,997,500	$2,178,125	$1,381,250

Awarded but unpaid bonus	-	-	-	-	-

Options (intrinsic value)	-	-	-	-	-

Restricted shares (intrinsic value)	561,680	181,383	87,763	132,898	101,554

Health benefits	4,639	6,332	-	8,580	6,037

Insurance or professional fee reimbursement	-	100,000	-	-	-

Accrued salary	18,462	22,846	15,000	11,827	9,808

Accrued vacation	122,530	139,133	25,000	19,712	16,346

TOTAL	$4,107,311	$7,132,194	$4,125,263	$2,351,142	$1,514,995


Upon All Other Termination by the Company or by the Executive for Good Reason or Retirement
Payment	Robert Kay (3)		Jeffrey Siegel (1)(4)		Ronald Shiftan (5)		Daniel Siegel (6)		Laurence Winoker (7)
Cash severance		$3,400,000		$6,682,500		$1,077,091		$2,337,500		$1,381,250
Awarded but unpaid bonus		$385,000		$544,500		-		$219,141		$155,563
Options (intrinsic value)		-		-		-		-		-
Restricted shares (intrinsic value)		$836,321		$896,550		$81,637		$195,469		$127,706
Health benefits		-		$7,351		-		$9,168		$6,447
Insurance or professional fee reimbursement		-		$100,000		-		-		-
Rental payment reimbursement		-		-		$30,900
Accrued salary		$18,462		$22,846		-		$14,808		$11,442
Accrued vacation		$123,076		$139,133		$18,542		$21,154		$16,346
TOTAL		$4,762,859		$7,132,194		$1,208,170		$2,797,240		$1,698,754