Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements
of Certain Officers
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Marcelo Letter Agreement
On February 3, 2020, the Company, Ms. Marcelo,
and IAC/InterActiveCorp (“IAC”) entered into a letter agreement (the “Marcelo Letter Agreement”) whereby,
among other things, Ms. Marcelo, the Company and IAC acknowledged and agreed that (i) the Transition Agreement was terminated and
of no continuing force or effect as of February 3, 2020 and that Ms. Marcelo will have no rights under the Transition Agreement;
(ii) Ms. Marcelo’s resignation as President and Chief Executive Officer of the Company and termination of employment with
the Company will be effective as of the closing of the transactions contemplated by that certain Agreement and Plan of Merger entered
into by the Company, IAC and Buzz Merger Sub Inc. (“Merger Sub”), pursuant to which IAC has made a tender offer for
all of the outstanding shares of the Company’s common stock and Series A Convertible Preferred Stock ( the “Tender
Offer”) immediately after which, upon satisfaction of certain conditions of the Tender Offer, Merger Sub will merge with
and into the Company, with the Company surviving as a wholly-owned subsidiary of IAC (the “Merger”); (iii) Ms. Marcelo’s
resignation and termination will constitute a qualifying termination under Ms. Marcelo’s executive severance agreement with
the Company, dated July 19, 2017 (the “Marcelo Severance Agreement”), and, subject to Ms. Marcelo’s execution
and non-revocation of a release of claims in favor of the Company and its affiliates, Ms. Marcelo will be entitled to receive the
severance payments and benefits set forth in the Marcelo Severance Agreement (assuming a base salary of $485,000 and a target annual
bonus of $485,000 for purposes of calculating such severance payments and benefits), payable in accordance with the schedule that
was provided under the Transition Agreement prior to its termination; and (iv) the Company will pay the reasonable legal fees (not
to exceed $25,000) of Ms. Marcelo’s counsel with respect to their help in preparing the Marcelo Letter Agreement. The Marcelo
Letter Agreement will be null and void if the closing of the Merger does not occur.
The foregoing description of the Marcelo
Letter Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed
herewith as Exhibit 10.1 and incorporated herein by reference.
Executive Severance Agreement with Michael Goss
On February 7, 2020, the Company entered
into an executive severance agreement with Michael Goss, the Company’s acting Chief Financial Officer (the “Severance
Agreement”). Under the terms of the Severance Agreement, upon a qualifying termination, Mr. Goss will be eligible to receive
(a) continued payment of his then-current base salary for a period of six months following the qualifying termination, payable
in accordance with the Company’s ordinary payroll practices and (b) payment of continued healthcare insurance premiums for
a period of up to six months. In addition, Mr. Goss will be entitled to receive accrued and earned, but unpaid, remuneration due
to him through the date of his qualifying termination, including, without limitation, earned but unpaid salary, accrued but unpaid
time off, other amounts or benefits under the Company’s employee benefit plans, programs or arrangements and earned but unpaid
annual bonus for the year immediately prior to the qualifying termination (provided that, Mr. Goss will not receive any cash bonus
amount in respect of the 2019 performance year).
The foregoing severance payments and
benefits are subject to Mr. Goss’s continued compliance with restrictive covenants and his execution and non-revocation
of a general release of claims in favor of the Company and its affiliates. Mr. Goss is subject to confidentiality,
non-compete and non-solicit covenants pursuant to which he has agreed to refrain from disclosing the Company’s
proprietary information in perpetuity and from competing with the Company or soliciting the Company’s clients,
customers or employees for a period of 12 months following termination of his employment. The severance payments and benefits
for Mr. Goss are also subject to reduction to the extent necessary to avoid application of Section 280G of the Internal
Revenue Code if the reduction results in his retaining a greater amount of benefits on an after-tax basis.
The foregoing description of the Severance
Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed herewith
as Exhibit 10.2 and incorporated herein by reference.
Retention Bonus Agreements with Certain Officers
On February 7, 2020, the Company entered
into retention bonus agreements with each of Mr. Goss and David Krupinski, the Company’s Chief Technology, Safety and Cybersecurity
Officer. The retention bonus agreements provide for cash retention bonus awards that vest and become payable 50% upon the closing
of the Merger and 50% on the date that is six months following the closing of the Merger, in each case, subject to Mr. Goss’s
or Mr. Krupinski’s continued service with the Company or one of its subsidiaries through the applicable vesting date; provided,
however, that such cash retention award will become fully vested and payable upon the involuntary termination of Mr. Goss’s
or Mr. Krupinski’s employment, respectively, subject to his execution and non-revocation of a release of claims in favor
of the Company and its affiliates. The retention bonus award amount for Mr. Goss is $114,000, and the retention bonus award amount
for Mr. Krupinski is $145,000.
The foregoing description of the retention
bonus agreements does not purport to be complete and is qualified in its entirety by reference to such agreements, which are filed
herewith as Exhibit 10.3 and Exhibit 10.4 and incorporated herein by reference.