Mike Dodson Interim CEO, Quantum

Effective May31, 2018, Quantum Corporation appointed J. Michael Dodson as interim CEO, replacing Patrick Dennis, who resigned from the company as CEO and as a director effective May 25, 2018.

Dodson was also appointed SVP, CFO, replacing Fuad Ahmad, who departed the company effective May 30, 2018.

From August 2017 to May 2018, Mike Dodson, 57, served as the CFO of Greenwave Systems. Prior to that, he served as the COO and CFO at Mattson Technology, Inc. from 2012 to 2017. He joined Mattson as EVP, CFO and Secretary in 2011. Prior to joining Mattson, he served as SVP and CFO at DDi Corp., a provider of printed circuit board engineering and manufacturing services. Before joining DDi, he served as the CFO for three global public technology companies and chief accounting officer for an S&P 500 company. He started his career with Ernst & Young. He holds a B.B.A. degree from the University of Wisconsin-Madison and, since July 2013, has served on the board of directors of Sigma Designs, Inc., a publicly-traded provider of system-on-chip solutions, including as lead independent director since January 2014.

Employment Arrangement

In connection with his employment as interim CEO, and SVP, CFO, Dodson entered into an offer letter with the company providing for the following terms:
Base salary: $400,000
Bonus opportunity: he will be eligible to participate in the company’s annual incentive plan on terms determined by the Leadership and Compensation Committee of the Board, with a target bonus of 50% of his annual base salary.

Equity awards:

Restricted stock units (RSUs): He will be granted RSUs covering 125,000 shares of the company’s common stock, which will vest in equal annual installments on the first, second and third anniversary of the grant date, subject to his continued service with the company and otherwise subject to the company’s 2012 long-term incentive plan. In addition, he will be granted RSUs covering $50,000 worth of shares of the company’s common stock (valued at the closing price of the company’s common stock on May 30, 2018), which will fully vest on the first anniversary of the grant date, subject to his continued service with the company and otherwise subject to the 2012 Plan.
Performance Units (PSUs): In addition to the RSU awards, he will be granted PSUs covering a maximum of 125,000 shares of the company’s common stock. The PSUs will vest based on achievement of performance metrics to be determined and approved by the board. The PSUs will be granted to the 2012 Plan and subject to the terms of an award agreement to be entered into.

The RSU awards and the PSU award will be made effective as of the first business day on which the company becomes current with respect to its filings under the Securities Exchange Act of 1934, as amended. If the company experiences a change of control (as defined in the 2012 Plan) prior to the grant of such awards and he remains a service provider (as defined under the 2012 Plan), the company will provide the economic equivalent of such awards as if the grants were made immediately prior to the change of control.

Change of Control: He has entered into a change of control agreement with the company on substantially the same terms as the company’s other executive officers, under which, if a change of control of the company occurs and within 12 months following the change of control, his employment with the company ends as a result of an involuntary termination (as each such term is defined in the change of control agreement), the company will provide to Dodson the following severance payments and benefits:
• a lump sum cash payment equal to 12 months of his then-annual base salary and target bonus,
• 50% accelerated vesting of his then-outstanding equity awards, and
• Reimbursement of premiums for 12 months continued COBRA coverage for him and his eligible dependents (or such earlier date that he is no longer eligible for COBRA), subject to the terms set forth in the change of control agreement.

The severance payments are subject to Dodson entering into and not revoking a release agreement in substantially the form attached to the change of control agreement following his termination.

Other Terms: The offer letter further provides that the company will: i) reimburse Dodson for the cost of monthly premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, if he elects continuation coverage for the group health plans covering him and his eligible dependents in place immediately prior to separation from his previous employer on the conditions specified therein for up to seven months; and ii)provide hi with an apartment in the Bellevue, WA area.

There are no arrangements or understandings between Dodson and any other persons to which he was selected as interim CEO. There are no family relationships between him and any director or executive officer of the company and he has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.

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