Authorization

Tix Corporation Enters Into New Employment Agreement With Its Chief Executive Officer

STUDIO CITY, CA, Feb. 28, 2020 (GLOBE NEWSWIRE) -- Tix Corporation (the a??Companya??) (OTCQX: TIXC), a leading provider of discount ticketing services, today reported it entered into a new employment agreement, effective March 1, 2020, with its existing Chief Executive Officer, Mitch Francis.A AA
The new employment agreement with Mitch Francis, the Companya??s Chief Executive Officer (the a??Francis Employment Agreementa??), replaces his prior employment agreement expiring on February 28, 2020. AThe Francis Employment Agreement has a four-year term through February 28, 2024, and provides for the following:

An initial base salary to be $495,000 per year, subject to annual increases based on the greater of three percent and the one year percentage increase in the Federal Cost of Living Index, Southern California District consumer price index, which in no event shall exceed ten percent.



An annual incentive bonus for each fiscal year ended December 31, which shall equal the product of consolidated free cash flow per share for that year based on the outstanding shares of the Company Common Stock as of December 31 for such year multiplied by one million five hundred thousand dollars ($1,500,000). Consolidated free cash flow is calculated by subtracting the sum of non-cash extraordinary gains, to the extent such gains are reflected in net income (loss), cash, securities, assets or other property received in connection with or pursuant to any legal settlements entered into by the Company, to the extent such gains are reflected in net income (loss), asset disposition proceeds to the extent such gains are reflected in net income (loss), capital expenditures, minus any indebtedness incurred in connection with any such capital expenditures, scheduled principal payments on indebtedness of the Company and its consolidated entities during such period, other than in connection with a refinancing of such indebtedness or debt incurred in connection with repurchase of the Companya??s shares, and any gains minus any losses, in either case, in connection with the repurchase of any debt or equity of the Company or any of its consolidated entities, discontinued operations or inventory sales/obsolescence, from net income (loss), depreciation and amortization, federal and state income taxes, non-cash executive compensation, amortization of goodwill to the extent not reflected in depreciation and amortization and non-cash extraordinary losses.A



On March 1, 2020, Mr. Francis shall be granted options to purchase an aggregate of 400,000 shares of the Company Common Stock at an exercise price of $0.55 per share.A 200,000 of the options shall vest and become exercisable on March 1, 2022, 100,000 of the options shall vest and become exercisable on March 1, 2023, and 100,000 of the options shall vest and become exercisable on February 28, 2024.A The options shall expire ten years from the date of the grant.



The Company shall provide or reimburse Mr. Francis and his spouse for long-term care insurance premiums, certain life, disability and health insurance benefits, an automobile allowance, and other benefits.



Mr. Francis is entitled to the following severance benefits under the Francis Employment Agreement. If Mr. Francis is terminated for any reason by the Company or resigns from the Company, Mr. Francis will be entitled to any base salary accrued but not yet paid (including accrued and unpaid vacation time) on or before the date Mr. Francisa?? employment terminates, any incentive bonus due but not paid on or before the date Mr. Francisa?? employment terminates for fiscal years ending on or before such date, plus any prorated incentive bonus due for the year in which the date Mr. Francisa?? employment terminates and certain reimbursements due to Mr. Francis under the Francis Employment Agreement. AIf Mr. Francisa?? employment is terminated by Mr. Francis resigning from the Company for any reason within six (6) months following a change in control of the Company or by the Company without a??causea?? (other than death and disability), Mr. Francis will also be entitled to a lump sum payment on the 30th day following the date Mr. Francisa?? employment terminates of an amount equal to the number of months remaining in the term of the Francis Employment Agreement multiplied by the sum of Mr. Francisa?? highest rate of annualized base salary in the preceding twelve months, divided by twelve, plus the amount of his largest annual cash bonus for any prior fiscal year, divided by twelve, the provision or reimbursement of certain long-term care premiums, life, disability, and health insurance benefits, automobile allowance, and other benefits for the remainder of the term of his agreement, a lump sum payment on the 30th day following the date Mr. Francisa?? employment terminates of an amount equal to three (3) times his highest rate of annualized base salary plus three (3) times his highest annual bonus from the Company at any time, immediate accelerated vesting of all of Mr. Francisa?? unvested stock options and other equity awards granted by the Company to Mr. Francis, and all legal fees and expenses incurred by Mr. Francis as a result of such termination.

About Tix CorporationTix Corporation (OTCQX:TIXC) provides discount ticketing services. It currently operates nine discount ticket stores in Las Vegas under its Tix4Tonight marquee and its online ticket sales site, www.tix4tonight.com, which offers up to a 50 percent discount for shows, concerts, attractions, and tours, as well as discount dining and shopping offers.ASafe Harbor Statement
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