14. SUBSEQUENT EVENTS

On March 28, 2018, the Company filed with the SEC a Registration Statement on Form S-8 covering 760,000 shares of common stock (the “Stock”), par value $0.01 per share. The Stock may be issued by the Company from time to time pursuant to its 2017 Equity Incentive Plan (the “Plan”).

On March 29, 2018, the Company entered into an employment agreement with its Chief Executive Officer and President, Mark C. Winmill.

The employment agreement has an initial term of three years and is subject to automatic one-year extensions thereafter, unless either party provides at least 90 days’ notice of non-renewal.

The employment agreement provides for:

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a monthly base salary of $26,416;

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eligibility for an annual cash performance bonus based on the satisfaction of performance goals established by our Board of Directors or its Compensation Committee; and

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participation in benefit plans applicable generally to executive officers.

The employment agreement provides that, if Mr. Winmill’s employment is terminated by the Company without “cause” or by Mr. Winmill for “good reason” (each as defined in the employment agreement), or as a result of the Company’s notice of non-renewal of the employment term, Mr. Winmill will be entitled to the following severance payments and benefits, subject to the execution and non-revocation of a general release of claims:

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accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination;

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an amount equal to three times the sum of Mr. Winmill’s annual base salary plus the greater of the average annual bonus received by Mr. Winmill with respect to the two years prior to the year of termination and Mr. Winmill’s “target” annual bonus; and

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continued health benefits (including for Mr. Winmill’s dependents) for twenty-four months following termination.

In the event Mr. Winmill’s employment terminates by reason of his death or disability he or his estate shall receive:

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accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination;

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a prorated annual bonus for the year in which the termination occurs; and

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continued health benefits (including for Mr. Winmill’s dependents) for twenty-four months following termination.

The employment agreement contains standard confidentiality provisions, which apply indefinitely, and both non-competition and non-solicitation of employees and customers covenants, which apply during the term of employment and for a period of twelve months thereafter.

On March 29, 2018, the Company approved restricted share awards under its 2017 Equity Incentive Plan (the “Plan”) to certain of its officers and employees in the aggregate amount of 73,155 shares, of which 15,025 shares are performance-based grants and the remainder of the shares are time-based grants. Mark Winmill, our Chief Executive Officer and President, and Thomas O’Malley, our Chief Financial Officer, received 32,125 and 13,900 shares, respectively. With respect to the grants made to Messrs. Winmill and O’Malley, 24,100 of the shares for Mr. Winmill and 10,400 of shares for Mr. O’Malley vest solely based on continued employment, with 6.25% of the shares eligible to vest on each three-month anniversary of the grant date. These restricted shares entitle the holder to dividends paid by the Company on shares of its common stock. Further, these time-based restricted share grants are front loaded and represent three years of grants; therefore, no additional time-based grants are currently expected be made to Messrs. Winmill and O'Malley in 2019 and 2020. The remaining 8,025 of the shares for Mr. Winmill and 3,500 of the shares for Mr. O'Malley vest based on continued employment and the achievement of certain AFFO and same store revenue growth (“SSRG”) goals by the Company during 2018. Between 0% and 200% of these shares will be earned based on achievement of the AFFO and SSRG goals in 2018, and the shares which are earned will remain subject to quarterly vesting during the remaining four-year time vesting period. Dividends paid by the Company prior to the determination of how many shares are earned will be retained by the Company and released only with respect to earned shares. If a Change in Control (as defined in the Plan) occurs during 2018, the number of shares earned will equal the greater of the number of shares granted and the number of shares which would have been earned based on the AFFO and SSRG through the date of the Change in Control. If following a Change in Control, a grantee is terminated by the Company without Cause or by the grantee with Good Reason (as each is defined in the Plan), all unvested restricted shares will fully vest.