Board Justification

We recognize that our ability to excel as a company depends on the integrity, knowledge, imagination, skill, diversity and teamwork of our Named Executive Officers and employees. To this end, we strive to create an environment of mutual respect, encouragement and teamwork that rewards commitment and performance and that is responsive to the needs of our Named Executive Officers and employees.

Board Justification

Mr. LoPresti was eligible to receive performance awards based on a target opportunity of 50% of base salary. The amount payable to each named executive officer is based on the attainment of pre-established corporate performance goals, which is subject to the discretion of the compensation committee, and the full Board in the case of our Chief Executive Officer

Board Justification

cash severance equal to one year’s annual base salary plus annual target bonus, pro rated for the period of employment in 2017; continued health care coverage for up to twelve months consistent with what Everspin currently provides, so long as Mr. LoPresti timely elects such continued coverage; accelerated vesting of 25,799 shares subject to outstanding stock options as though Mr. LoPresti remained an employee through August 31, 2018; and the ability to exercise all of his vested stock options for a period of twelve months following the effective date of his resignation. In addition, Mr. LoPresti agreed to provide consulting services to us from the date of his resignation through February 28, 2018, and received $10,000 per month during this period.

Board Justification

N/A