DEF 14A of Smartbird, Inc., Apr 25, 2024

DEF 14A of Smartbird, Inc.

Filed Apr 25, 2024 · FY20230001653909-24-000022

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. GENERAL

    GENERAL Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. The Board presently has eight members. There are three directors in the class whose term of office expires at the Annual Meeting. Upon the recommendation of the Sustainability, Nomination, and Governance Committee (the “SNG Committee”), our Board has nominated the three individuals listed in the table below for election as director at the Annual Meeting. Each nominee is currently a director of the Company who was previously elected by stockholders. If elected at the Annual Meeting, each of these nominees would serve until the 2027 annual meeting and until his successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation, or removal. It is the Company’s policy to invite and encourage directors and nominees for director to attend the Annual Meeting. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes, or skills of each nominee that led the SNG Committee to believe that such nominee should continue to serve on our Board.

  3. GENERAL

    | Name | Class | Age(1) | Term Expires | Position(s) Held | Director Since | | Dick Boyce | III | 69 | 2024 | Director | 2016 | | Timothy Brown | III | 43 | 2024 | Director | 2015 | | Mandy Fields | III | 43 | 2024 | Director | 2020 |

  4. GENERAL

    (1)As of April 25, 2024 Dick Boyce. Mr. Boyce has served as a member of our Board of Directors since December 2016. Mr. Boyce is a former partner at TPG Capital, one of the largest global investment partnerships, where he founded and led TPG’s Operating Group from 1997, in which capacity he served on several public company boards of directors, until his retirement in 2013. Mr. Boyce has served as an advisor to Montana Knife Company, a retail company, since June 2021, Proteus Motion Inc. (formerly Boston Biomotion), an intelligent exercise and rehab equipment company, since April 2019, Altamont Capital Partners, a private equity firm, since 2016, and Solamere Capital, LLC, a private equity firm, since 2015. Mr. Boyce also served on the board of directors of Executive Network Partnering Corp., a publicly traded special purpose acquisition corporation, from August 2020 to October 2022. Mr. Boyce previously served as an advisor to Spyce Food Co., an innovative restaurant automation company, from October 2019 to September 2021. Mr. Boyce holds a B.S.E from Princeton University and an M.B.A from Stanford Graduate School of Business. Mr. Boyce was selected to serve on our Board of Directors because of his extensive experience in operations management, investment, and private equity across a spectrum from early stage to large cap companies. Timothy Brown. Mr. Brown has served as a member of our Board of Directors since he co-founded our company in May 2015. Since May 2023, Mr. Brown served as our Chief Innovation Officer. From October 2015 through May 2023, Mr. Brown served as our Co-Chief Executive Officer, and from May 2015 to October 2015, Mr. Brown served as our Chief Executive Officer. Prior to co-founding Allbirds, Mr. Brown served as Manager in the Innovation Strategy and Business Development Department at Redscout, a brand consulting firm, from March 2015 to August 2015. In 2010, Mr. Brown was Vice Captain of the New Zealand World Cup football team. Mr. Brown holds a B.S. in Design from the College of Design, Architecture, Art, and Planning at the University of Cincinnati and an M.Sc. in International Management from the London School of Economics and Political Science. Mr. Brown was selected to serve on our Board of Directors because of the perspective and experience he brings as our co-founder, Chief Innovation Officer and former Co-Chief Executive Officer, as well as his management experience. Mandy Fields. Ms. Fields has served as a member of our board of directors since October 2020. Since April 2019, Ms. Fields has served as Chief Financial Officer of e.l.f. Beauty, Inc., a publicly traded cosmetics company. Previously, Ms. Fields served as Chief Financial Officer of Beverages & More, Inc. (doing business as BevMo!), a beverages retailer, from June 2016 to April 2019. Prior to BevMo! Ms. Fields held various roles at Safeway, an Albertsons banner, as well as at Gap Inc. and JPMorgan. Ms. Fields holds a B.S. in Finance from Indiana University of Bloomington’s Kelley School of Business. Ms. Fields was selected to serve on our Board of Directors because of her public company management experience and financial management acumen.

  5. INFORMATION ABOUT OUR CONTINUING DIRECTORS

    INFORMATION ABOUT OUR CONTINUING DIRECTORS Set forth below are the names, ages, and length of service of the remaining members of our Board whose terms continue beyond the Annual Meeting.

  6. INFORMATION ABOUT OUR CONTINUING DIRECTORS

    | Continuing Directors | Class | Age(1) | Term Expires | Position(s) Held | Director Since | | Neil Blumenthal | I | 43 | 2025 | Director | 2018 | | Ann Freeman | I | 53 | 2025 | Director | 2022 | | Dan Levitan | II | 66 | 2026 | Director | 2016 | | Joseph Zwillinger | II | 43 | 2026 | Director | 2015 | | Joe Vernachio | II | 59 | 2026 | Director | 2024 |

  7. INFORMATION ABOUT OUR CONTINUING DIRECTORS

    (1)As of April 25, 2024 The principal occupation, business experience, and education of each continuing director are set forth below. Neil Blumenthal. Mr. Blumenthal has served as a member of our Board of Directors since August 2018. Since 2010, Mr. Blumenthal has served as co-Founder and co-Chief Executive Officer of Warby Parker Inc. (“Warby Parker”), a publicly traded eyewear brand. In addition, Mr. Blumenthal has served as a member of the board of directors of Warby Parker since May 2009, including serving as its co-chair since June 2021. Mr. Blumenthal also serves on the board of directors of Sweetgreen, Inc., a publicly traded mission-driven food brand, and the nonprofit organizations Warby Parker Impact Foundation, the Partnership Fund for New York City, and RxArt. Mr. Blumenthal also serves on the board of advisors for Responsible Innovation Labs, Tech:NYC and Robin Hood. Mr. Blumenthal has also served as a General Partner of Good Friends, LLC, a venture capital firm, since September 2019. Mr. Blumenthal holds a B.A. in History and International Relations from Tufts University and an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. Blumenthal was selected to serve on our Board of Directors because of his experience as chief executive officer of an online retail company. Ann Freeman. Ms. Freeman has served as member of our Board of Directors since August 2022. From June 1995 to June 2021, Ms. Freeman held multiple roles at NIKE, Inc., a publicly traded international designer, marketer, and distributor of athletic footwear, apparel, equipment, and accessories. Most recently, Ms. Freeman served as NIKE’s Vice President and General Manager of North America from June 2020 to June 2021. From December 2018 to May 2020, Ms. Freeman served as NIKE’s Vice President of Global Sales. Ms. Freeman holds a B.S. in Finance from Ohio University. Ms. Freeman was selected to serve on our Board of Directors because of her extensive management experience in the retail industry, including her expertise in strategy, product and merchandising, marketing, marketplace development, and brand management. Dan Levitan. Mr. Levitan has served as a member of our Board of Directors since July 2016. Mr. Levitan is a Managing Member of Maveron LLC (“Maveron”), a venture capital firm, which he co-founded in January 1998. Mr. Levitan has served as a member of the board of directors of Trupanion, Inc., a publicly traded pet insurance provider, since April 2007. Mr. Levitan currently serves on the boards of directors of numerous private companies and non-profit organizations. Mr. Levitan holds a B.A. in history from Duke University and an M.B.A. from Harvard Business School. Mr. Levitan was selected to serve on our Board of Directors because of his extensive board service and venture investment experience. Joseph Zwillinger. Mr. Zwillinger has served as a member of our Board of Directors since he co-founded our company in May 2015. Mr. Zwillinger previously served as our Chief Executive Officer from May 2023 to March 2024, as our Co-Chief Executive Officer from October 2015 to May 2023, and as our President from the founding of the company in May 2015 to March 2024. Prior to co-founding Allbirds, Mr. Zwillinger served as Vice President of Industrial Products at TerraVia Holdings, Inc. (formerly Solazyme, Inc.), a biotechnology company from 2009 to 2015. Mr. Zwillinger served on the board of directors of Big Sky Growth Partners, Inc., a publicly traded special purpose acquisition corporation, from April 2021 to December 2022. Mr. Zwillinger holds a B.S. in Industrial Engineering and Operations Research from the University of California, Berkeley and an M.B.A. with honors from The Wharton School of the University of Pennsylvania. Mr. Zwillinger was selected to serve on our Board of Directors because of the perspective and experience he brings as our co-founder as well as his management experience. Joe Vernachio. Mr. Vernachio has served as a member of our Board of Directors and as our President, Chief Executive Officer and Secretary since March 2024. From June 2021 to March 2024, Mr. Vernachio served as our Chief Operating Officer. From April 2017 to May 2021, Mr. Vernachio served as President of Mountain Hardwear, Inc., an outdoor apparel, equipment, and accessories company, where he led all aspects of Mountain Hardwear’s global business, including brand positioning, go-to-market strategies, and execution across all distribution channels. From March 2011 to March 2017, Mr. Vernachio served in several roles at The North Face, an outdoor products company and subsidiary of VF Corporation, including most recently as Vice President of Global Product from July 2012 to March 2017, in which role he oversaw the brand’s apparel, footwear, and equipment across all regions. Mr. Vernachio holds an A.S. in Forest Sciences and Biology from Paul Smith’s College. Mr. Vernachio was selected to serve on our Board of Directors because of his management experience in the retail industry.

  8. BOARD DIVERSITY

    BOARD DIVERSITY The Board Diversity Matrix, below, provides the diversity statistics for our Board of Directors as of April 25, 2024. We included diversity statistics for our Board of Directors as of April 27, 2023 in our proxy statement for our annual meeting of stockholders held in 2023.

  9. BOARD DIVERSITY

    | Board Diversity Matrix (As of April 25, 2024) | | | | | | Total Number of Directors | 8 | | | | | | Female | Male | Non- Binary | Did Not | | | | | | Disclose | | | | | | Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 5 | 0 | 1 | | Part II: Demographic Background | | | | | | African American or Black | 1 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 0 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 1 | 5 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 1 | | | |

  10. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  11. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Our Board of Directors adopted a Non-Employee Director Compensation Policy effective November 2, 2021 (the “Effective Date”), which provides for the following compensation to directors who are not also serving as an employee or consultant to us (each such member, a “Non-Employee Director"):

  12. Director Compensation for Fiscal Year 2023

    Director Compensation for Fiscal Year 2023 The following table sets forth information regarding the compensation earned or paid to our directors during the fiscal year ended December 31, 2023, other than for Joseph Zwillinger, our former President and Chief Executive Officer, and for Timothy Brown, our Chief Innovation Officer, each of whom is also a member of our Board of Directors but did not receive any additional compensation for service as a director. The compensation of each of Mr. Zwillinger and Mr. Brown as a named executive officer is set forth below under “Executive Compensation—Summary Compensation Table.”

  13. Director Compensation for Fiscal Year 2023

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Total ($) | | Neil Blumenthal | 42,500 | 74,999 | 117,499 | | Dick Boyce | 70,000 | 74,999 | 144,999 | | Mandy Fields | 55,000 | 74,999 | 129,999 | | Ann Freeman | 47,500 | 74,999 | 122,499 | | Dan Levitan | 60,000 | 74,999 | 134,999 | | Emily Weiss(2) | 20,000 | — | 20,000 |

  14. Director Compensation for Fiscal Year 2023

    (1) The amounts reported in this column do not reflect dollar amounts actually received by the director. Instead, the amounts represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718"), the basis for computing stock-based compensation in our financial statements. This calculation assumes that the Non-Employee Director will perform the requisite service for the award to vest in full as required by SEC rules. These amounts do not reflect the actual economic value that will be realized by the Non-Employee Director upon the settlement of such stock awards or the sale of the Class A common stock issuable upon the settlement of such stock awards. The assumptions we used in valuing stock awards are described in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 12, 2024. (2) Ms. Weiss did not stand for re-election at the Annual Meeting on June 9, 2023 and the fees earned or paid in cash reflects the pro rata amount earned in 2023. The following table sets forth Class B common stock underlying outstanding stock options held by our Non-Employee Directors and unvested restricted stock unit awards held as of December 31, 2023 by each Non-Employee Director who was serving as of December 31, 2023.

  15. Director Compensation for Fiscal Year 2023

    | Name | Option Awards Outstanding at Fiscal Year End (#) | Outstanding Restricted Stock Units at Fiscal Year End | | Neil Blumenthal | 37,500 | 58,593 | | Dick Boyce | — | 58,593 | | Mandy Fields | 66,916 | 58,593 | | Ann Freeman | — | 90,280 | | Dan Levitan | — | 58,593 |

  16. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the fiscal years indicated.

  17. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(4) | Option Awards ($)(6) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Joseph Zwillinger Chief Executive Officer(1) | 2023 | 382,693 | 172,211(7) | — | — | 375,000(10) | 12,792(8) | 942,696 | | | 2022 | 365,462 | | 2,012,471 | 2,059,226 | — | 12,051 | 4,449,210 | | Timothy Brown Chief Innovation Officer(2) | 2023 | 350,000 | 78,750(7) | — | — | — | 12,7358) | 441,485 | | | 2022 | 365,462 | | 2,012,471 | 2,059,226 | — | 12,033 | 4,449,192 | | Ann Mitchell(3) Chief Financial Officer | 2023 | 252,404 | 62,481(9) | 1,034,198 | 919,040 | — | 18,483(8) | 2,286,606 | | Joe Vernachio Chief Operating Officer(4) | 2023 | 375,000 | 84,375(7) | 1,128,965 | — | — | 19,575(8) | 1,607,915 | | | 2022 | 370,577 | | 864,457 | 205,783(5) | — | 6,923 | 1,447,740 |

  18. Summary Compensation Table

    (1)In March 2024, Mr. Zwillinger resigned as President and Chief Executive Officer of the Company. (2)In May 2023, Mr. Brown transitioned from Co-Chief Executive Officer to Co-Founder and Chief Innovation Officer, a non-executive role. (3)Ms. Mitchell joined us in April 2023, and as such the amounts for the fiscal year ended December 31, 2023 reflect the pro rata portion earned by or paid to Ms. Mitchell. (4)In March 2024, Mr. Vernachio was appointed as President, Chief Executive Officer and Secretary of the Company. (5)Amount reported for Mr. Vernachio represents the incremental fair value of his stock options repriced during the fiscal year ended December 31, 2023, measured pursuant to ASC 718, the basis for computing the stock-based compensation in our financial statements. (6)Except as otherwise noted, amounts reported represent the aggregate grant date fair value of stock awards and stock options granted in the fiscal year ended December 31, 2023, measured pursuant to ASC 718, the basis for computing stock-based compensation in our financial statements. This calculation assumes that the named executive officer will perform the requisite service for the award to vest in full as required by SEC rules. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the settlement of such stock awards or the sale of the Class A common stock issuable upon the settlement of such stock awards. In 2022, Messrs. Brown and Zwillinger were granted certain performance-based RSUs which vest, if at all, according to relative total shareholder return goals. Please see the section titled “Equity Compensation - Founders' Grants” below for further information. The grant date fair value of these performance-based RSUs is calculated based on a Monte-Carlo simulation. The performance-based RSUs are subject to market conditions, and not performance conditions, as defined under ASC 718, and therefore have no maximum grant date fair values that differ from the grant date fair values presented in the table. The assumptions we used in valuing stock awards are described in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 12, 2024. (7)For Messrs. Zwillinger, Brown and Vernachio, amounts reported represent a discretionary bonus related to the fiscal year ended December 31, 2023. For additional detail, please see "Non-Equity Incentive Plan Compensation." (8)For Mr. Zwillinger, amount reported represents $12,792 in company contributions under our 401(k) plan paid by the Company for the benefit of Mr. Zwillinger. For Mr. Brown, amount reported represents $12,735 in company contributions under our 401(k) plan paid by the Company for the benefit of Mr. Brown. For Ms. Mitchell, amount reported represents $8,654 in company contributions under our 401(k) plan paid by the Company for the benefit of Ms. Mitchell and $9,829 in reimbursed relocation expenses. For Mr. Vernachio, amount reported represents $19,575 in company contributions under our 401(k) plan paid by the Company for the benefit of Mr. Vernachio. (9)Amount reported for Ms. Mitchell represents (i) a $12,000 signing bonus and (ii) a $50,481 discretionary bonus related to fiscal year ended December 31, 2023. For additional detail, please see "Non-Equity Incentive Plan Compensation." (10)Amount reported for Mr. Zwillinger represents a performance-based bonus earned based on achievement of certain goals related to the Company's strategic transformation plan.

  19. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information about outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2023.

  20. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price(2) ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested(6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Joseph Zwillinger | 10/9/2019(3) | 1,875,000(4) | — | 5.09 | 10/8/2029 | — | — | — | — | | | 5/22/2022(12) | — | — | — | — | — — | — | 262,554(11) | 321,629(11) | | | 5/23/2022(5) | 341,683 | 569,479 | 4.68 | 5/22/2032 | — | — | — | — | | Timothy Brown | 10/9/2019(3) | 625,000(4) | — | 5.09 | 10/8/2029 | — | — | — | — | | | 5/22/2022(12) | — | — | — | — | — | — | 262,554 (11) | 321,629 (11) | | | 5/23/2022(5) | 341,683 | 569,479 | 4.68 | 5/22/2032 | — | — | — | — | | Ann Mitchell | 5/1/2023(7) | — | 1,600,000 | 1.25 | 5/1/2033 | — | — | — | — | | | 5/1/2023(8) | — | — | — | — | 827,358 | 1,013,514 | — | — | | Joe Vernachio | 6/26/2021(9) | 265,625 | 159,375 | 4.39 | 6/25/2031 | — | — | — | — | | | 5/22/2022(10) | — | — | — | — | 98,458 | 120,611 | — | — | | | 1/18/2023(12) | — | — | — | — | 195,402 | 239,367 | — | — | | | 8/16/2023(13) | — | — | — | — | 458,332 | 561,457 | — | — |

  21. Outstanding Equity Awards at Fiscal Year-End

    (1)With the exception of Messrs. Zwillinger and Brown’s option awards on October 9, 2019 and Mr. Vernachio's options award on June 26, 2021, which were granted under the 2015 Plan, all other option awards listed in the table were granted under our 2021 Plan; all of the RSUs and PSUs listed in the table were granted under our 2021 Plan. Certain of the equity awards are subject to vesting acceleration as described under “—Potential Payments upon Termination or Change in Control.” Option awards granted under our 2021 Plan and 2015 Plan are exercisable for our Class A common stock and Class B common stock, respectively. (2)All of the option awards listed in the table were granted with a per share exercise price equal to or above the fair market value of one share of our common stock on the date of grant, as determined in good faith by our Board of Directors; option awards that have been repriced have a per share fair market value that was equal to the closing market price of our Class A common stock on May 20, 2022, the repricing date. (3)The shares subject to this option may be exercised at any time, subject to our repurchase right with respect to any then-unvested shares at the time of termination. Such repurchase right lapses over 48 equal monthly installments beginning on October 1, 2019, subject to the named executive officer’s continuous service to us through each applicable vesting date. (4)Because this option is exercisable immediately upon grant and subject to a repurchase right in favor of us which lapses as the option vests, these options reflect the number of options held by the named executive officer that were exercisable and vested as of December 31, 2023. (5)One-fourth of the shares subject to this option vested on June 1, 2023, and the remainder of the shares vest in 36 successive equal monthly installments thereafter, subject to the holder’s continuous service with us. (6)The market value of our Class A common stock is based on the closing price of our Class A common stock on the Nasdaq Global Select Market on December 29, 2023, which was $1.225. (7)One-fourth of the restricted stock units vest on June 1, 2024, and the remainder of the shares vest in 12 successive equal quarterly installments thereafter, subject to the holder’s continuous service with us. (8) One-fourth of the shares subject to this option vest on June 1, 2024, and the remainder of the shares vest in 12 successive equal quarterly installments thereafter, subject to the holder’s continuous service with us. (9)One-fourth of the shares subject to this option vested on June 1, 2022, and the remainder of the shares vest in 36 equal monthly installments thereafter, subject to the holder’s continuous service with us. As discussed under “—Options Repricing,” the exercise price for this option grant reflects that it was repriced from an original exercise price of $8.43. (10) One-twelfth of the restricted stock units vested on September 1, 2022, and one-twelfth of the restricted stock units shall vest in equal quarterly installment thereafter, subject to the holder's continuous service with us. (11) The number and market value of the PSUs that vest based upon the achievement of relative total shareholder return goals during specified measurement periods reflect threshold performance. The actual numbers of shares that will be distributed with respect to the PSUs are not yet determinable. (12) One-half of the restricted stock units vested on June 1, 2023, and the remainder of the shares vest in three successive equal six-month installments thereafter, subject to the holder’s continuous service with us.. (13) One-twelfth of the restricted stock units vested on December 1, 2023, and the remainder of the shares vest in 12 successive equal quarterly installments thereafter, subject to the holder’s continuous service with us.

  22. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Each of our named executive officers is eligible to participate in our Severance and Change in Control Plan (the “Severance Plan”) as described immediately below, and each of our named executive officers entered into a Severance Plan participation agreement. Pursuant to our Severance Plan and an applicable participation agreement thereunder, each of our named executive officers would be eligible to receive certain benefits in the event such officer is involuntarily terminated by us without cause (excluding an involuntary termination due to death or disability) or voluntarily resigns for good reason (as each such term is defined in the Severance Plan) (such termination referred to as a “covered termination”), and enhanced benefits in the event that such covered termination occurs during the period commencing three months prior to, and ending 12 months following, the closing of a change in control (as defined in the 2021 Plan). Such benefits are contingent on the officer’s execution and non-revocation of a general release of claims in favor of the company and certain related parties, unless otherwise stated, and satisfaction of other terms and conditions as described in the Severance Plan and the applicable participation agreement. Any eligibility for benefits under the Severance Plan supersedes and replaces any other plan, policy or practice providing for severance benefits to which an officer may have otherwise been previously entitled. If such covered termination occurs prior to (i) the officer’s completion of 12 months of continuous service with us and (ii) a change in control, he will be eligible to receive a cash payment in an amount equal to six months of his annual base salary and continuation of health benefits for himself and his eligible dependents under COBRA (or an equivalent taxable cash amount) for up to six months. If such covered termination occurs during the period commencing three months prior to, and ending 12 months following, the closing of a change in control, each officer will instead be eligible to receive a lump-sum cash payment equal to the sum of (i) 12 months of the officer’s then-current base salary (without giving effect to any reduction triggering good reason), (ii) a prorated portion of such officer’s target bonus for the year in which the covered termination occurs, assuming that any articulated performance goals are achieved at 100% of target, and (iii) continuation of health benefits for the officer and his eligible dependents under COBRA (or an equivalent taxable cash amount) for up to 12 months following the covered termination. Further, the vesting and exercisability of each equity award held by such officer that is subject to time-based vesting shall become fully vested (and, if applicable, fully exercisable); any equity awards subject to performance-vesting shall vest and become exercisable according to the terms of such individual award agreements. In addition, if, in connection with our change in control, the succeeding or acquiring entity does not assume or continue any outstanding, unvested equity award, and such officer’s continuing employment has not terminated as of immediately prior to the effective time of such change in control, all such equity awards will become fully vested (and, as applicable, fully exercisable), subject to consummation of the change in control transaction, with performance-based awards accelerating as if achieved at 100% of the target level. Such acceleration does not require a covered termination.