Page 14 - Proxy-2017
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(3)  Mr. Walker joined the Company as President as of October 6, 2014 at an annual salary of $250,000.  On October
            24, 2016, the Company and Mr. Walker entered into a Separation and Release of Claims Agreement pursuant to which Mr.
            Walker’s employment with the Company was terminated effective October 28, 2016.  Under the Separation Agreement, the
            Company agreed to pay Mr. Walker (i) $41,666 on November 1, 2016, which amount is equal to the salary that Mr. Walker
            would have been paid under his employment agreement through its expiration date on December 31, 2016, and (ii) a
            severance payment of $29,833 on January 15, 2017.

               (4)  Mr. Walker’s other compensation consisted of $18,692 and $19,231 of accrued vacation in fiscal 2016 and 2015,
            respectively, and $71,499 severance in fiscal 2016.

               (5)  Mr. Turfler’s other compensation consisted of $15,383 and $13,077 of accrued vacation and $11,454 and $14,220 for
            vehicle costs in fiscal 2016 and 2015, respectively.

               (6)  The amounts in this column represent the aggregate fair value of the option awards recognized by the Company as
            an expense for financial reporting purposes. The fair value of these awards and the amounts expensed were determined in
            accordance with Financial Accounting Standards Board ASC Topic 718. The assumptions we use in calculating these amounts
            are discussed in Note 10, “Stock options,” to the Consolidated Financial Statements.

            Fiscal 2016 Option Grants
               In fiscal 2016, the Company granted to Mr. Hill under the 2010 Stock Incentive Plan options to purchase 33,744 shares of
            common stock.

            Holdings of Previously Awarded Equity

               Equity awards held as of October 31, 2016 by each of our Named Executive Officers were issued under our 2010 Stock
            Incentive Plan. The following table sets forth outstanding equity awards held by our Named Executive Officers as of October
            31, 2016:


                                         Outstanding Equity Awards As Of October 31, 2016


                                                                    Equity Incentive Plan
                            Number of Securities  Number of Securities   Awards: Number of
                                 Underlying         Underlying      Securities Underlying   Option      Option
                             Unexercised Options Unexercised Options  Unexercised Unearned   Exercise Price  Expiration
            Name                (#) Exercisable   (#) Unexercisable     Options (#)          ($)         Date
             Howard Hill                  2,666                                 1,334(1)         5.88    04/11/19
             Howard Hill                  2,666                                 1,334(2)         4.41    11/19/19
             Howard Hill                  8,733                                       -          4.07    04/05/20
             Howard Hill                 33,744                                       -          2.30    04/07/21
             Mark Turfler                30,000                                70,000(3)         5.88    04/11/24
             Mark Turfler                12,667                                 6,333(4)         4.41    11/19/19


            (1)    Vests annually in three installments following grant on April 11, 2014.
            (2)      Vests annually in three installments following grant on November 19, 2014.
            (3)    Vests as to 10,000 shares annually following grant on April 11, 2014.
            (4)        Vests as to 6,333 shares annually following grant on November 19, 2014.


               During the fiscal year ended October 31, 2016, the Company did not adjust or amend the exercise price of stock options
            awarded to any of the Named Executive Officers.





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