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•	an annual base salary of $750,000;

•	short-term cash bonus plan (“STIC plan”) participation as follows:

◦	for the Company’s bonus performance period that commenced on April 1, 2018 and will end on March 31, 2019, a target bonus opportunity of 100% of Mr. Davies’s annual base salary, up to a maximum bonus of 200% of his target bonus, pro-rated from the Effective Date;

◦	beginning with fiscal year 2019, an annual target bonus opportunity of 100% of Mr. Davies’s base salary up to a maximum annual bonus of 200% of his target bonus;

•	long-term incentive compensation plan (“LTIC plan”) participation as follows:

◦	an initial target award opportunity with a total aggregate value of $1.5 million on the grant date, with 50% of such value granted as a time-vesting restricted stock unit award, and 50% of such value granted as a performance-vesting restricted stock unit award;

◦	beginning with fiscal year 2019, a target award opportunity that will be no less than $1.5 million on the grant date;

•	a one-time cash payment of $100,000, which is intended to provide financial assistance for certain housing and travel expenses in lieu of relocation benefits, provided that if Mr. Davies resigns or is terminated by the Company for cause, within one year of the Effective Date, Mr. Davies must repay such amount to the Company;

•	eligibility to participate in such other equity incentive compensation plans and employee benefit programs as the Company generally provides to its senior executives under such plans and programs;

•	certain benefits and perquisites, including indemnification and directors’ and officers’ liability insurance;

•	payment or reimbursement of certain business expenses; and

•	participation in the Company’s vacation policy.

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•	any accrued but unpaid cash compensation;

•	payment of a bonus award under the 2018 STIC plan, if the 2018 STIC plan award has not been paid as of his termination date; and

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any vested, accrued or earned benefits under the Company’s employee benefit plans and programs (“Employee Plans”) or any outstanding equity, or equity-based, awards in accordance with the terms of such Employee Plans or outstanding awards, including any vested, accrued or earned benefits under his outstanding Turnaround Incentive Award and any outstanding option awards, as further described below.

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