gwiseman_signedxempxagre






                                                                            Exhibit 10.1                              EMPLOYMENT      AGREEMENT                                 "Agreement") is by and between Nautilus' Inc" a washington This Employment Agreement (this                                              ("Executive"). In consideration of the premises corporation (the..company,.). and Garry wiseman                                                set forth. the Company and Executive hereby and the mutual covenants and agreements hereinafter  agree as follows:                                                                  the company's Chief  l.    Job Titlet Start Date. Executive has accepted employment as   Digitalo-rmhallbeoctober26.2020(..StartDate..).  2.PrimarvDuties.ExecutiveshallreporttotheCompany.sChiefExecutiveofficer                                                         general supervision' advice and  (.,cEo"), and perfbrm his job duties suu;e.t to the cE,o's                                                            a Chief Digital officer and such  direction. Executiveis primary duties shall be those performed by                                                          Executive officer'  other duties as delegated and assigned by the company's chief                                                                    (a)        his entire  3.    Full-Time Emrrloyment:   Outside Activities. Executive shall   devote   professionaltime"n;(b)usehisbesteffor1stopromotethe                                                      his responsibilitiesand duties: and (d)  interests of Employer; (c) perforrn faithtltly and efficiently                                                             with his ability to perfbrm his  refrain from any endeavoroutside of employmentwhich interferes                                                              may serve in various outside  obligations hereunder. The company understands that Executive                                                             endeavors from time to time'  activities. including capacities foi Oiife.ent non-profit. charitable                                                       the potential to interfere to any degree  Any outside activities or non-profit charitable work that has                                                          shall be taking a visible role in the  with E,xecutive's services to the Company or where Executive                                                              prior to Executive performing  organization must be approved in writing by the Board of Directors   such outside activities'                                                                       the Company is  .1.    Business Protection Agreement.    Executive's-employment with                                                              Protectiotr Agreement' rvhich   contingent upon his agreement to execuEthe Company's Business                                                                information. ownership of   imposes obligations irith regard to non-disclosuie of conf-idential                                                                 agrees to comply with the   inventions. and contains certain non-compete protections. Executive                                                          he may sign in connection with his   Business Protection Agreement and any oth., ug'""ments that    ernployment with the ComPanY.   5.    ot                  Polic                             . During his emPloYment,                                                               s Conduct and Ethics' and   i*..r,i                                                                .l^+^il^,1  i'. i+.                                 p"ii.i., adopted by the company such as those detailed i' its   ;;*,   J";i;;";;  ;;il;iir;                            - )t^--       f-^'-  +i'-o  tn  time                               ",.         be impllrnented and/or amended^^^^^)^.1  rrorn tirne to time.   ;;.;**:';,lil'--,ilrt;;;;.  wi.i;;"y                                   r  ^^-^^.^1.,..,:+L              -                         this Agreement. Executive agrees to fuilv comptv with   i,i'lllL]i;. ;lr;#;;'il;;;;,;.r                                        -. r-,^^,,+i',^Executive  is i.                                 v ,' , c"*p,i' orn.I^l''d duri,g emplov*ent'       *ri'."ir.'rl*'l';;';?r;;i                           r  :-- -----^.^^^ policv'^^l:^.,  subject-,.t ianf  to fn  the    "i,:ii*1[[.';;':;r.;.  under the Company's Director and officer's insurance    terms of the appticable insurance policy'                                                                     under this Agreement   6.     Base Salarv. As payment for services to be rendered by Executive                                                       pay E,xecutive an annual base salary in   and subject to its terms and londitions. the Company shall                                                   polturi ($350.000) (''Base Salary")' Said   the gross amount of rhree Hundred Fifiy Thousu,id                                                               rvith the Company's existing    Base Salary shall be eamed and paid in instatlments in accordance                                                                         and withholdings'    payroll policies. and shall be subject to lawful and authorized deductions                                                                      Executive's lnitials: G4Y2')    EMPLOYMENT AGREEMENT    Page I of I0





 






                                                   by the Board of Directors who' in their Executive shalt be subject to an annual perfbrmance review                                                      Salary' discretion. may increase but not decrease Executive's Base                                                                        an annual bonus 7.     Short-Term Incentive/Bonus. Executive shall be eligible to receive                                                              in the applicable year' The targeted at fifiy p"r..ffi"2"1 of n*ecutive's base salary earned                                                         of the company and based on the amount of sr-rch bonus (if any) is determined at the discretion                                                            performance goals established  achievement of company performance ob.fectives and individual                                                       (the "Compensation Committee") in  by the Compensation Committee of the Blard of Directors                                                                   on the same basis as it  good faith consultation with Executive. The annual bonus shall be earned                                                               be eligible to earn up to an  is for other members of the Executive Team. Executive shall also                                                                  obiectives are exceeded'  additional 50% of E,xecutive's target bonus percentage if all performance                                                              of 7 5oh of Executive's annual  resulting in a potential maximum short-term incentive bonus amount                                                             shall be available in the Shotl-  base salary. Additional information regarding this bonus program                                                                     sole discretion' shall  Term  Incentive PIan document. The Com-pensation Committee. in its                                                                  and the amount of such  determine whether Executive has earned a short-term incentive bonus   bonus, and its determination shall be final and binding'   R      Lons-Term  Incentive. As an inducement grant and a material inducement for E'xecutive                                                                 be granted $600'000 in  to start E,*""rtiu.'r-"*ployrent with the Company" Executive shall                                                                   Plan ("LTIP") on terms  restricted stock units under the company's 20r5 Long Term Incentive                                                               other Cornpany executives'  substantially sirnilar to the terms of restiicted stock units granted to                                                                  one-third vesting on the  These restricted stock units shall vest over thirty-six (36) months, with                                                                 on the second anniversary  f.irst anniversary ol'the grant date. and an additional one-third vesting                                                                 of the grant date. provided  of the grant date. and a inal one-third vesting on the third anniversary                                                               anniversary dates' Under the  that Executive has continued in full-time .*ploy*"nt through those                                                            in   in the event that Executive  terms of the grant document. these restricted ,toik unitr shalivest full                                                                             (12) months   isterminated by the Company forany reason otherthan Cause upon orwithin-twelve                                                                            in the LTIP)'   following a Change in bontrol (as Cause and Change in Control are defined                                                                grants in 2020, although in   Executive shall not be eligible for additional Long-Teim Incentive                                                              grants in the discretion of the   2021. Executive shall Ue eligibte for annual Long-Term Incentive    compensation committee at the same time as the other company executives.    9.    Siqn-On Bonus.  Executive iseligiblefbrsigning bonuses in thetotalamountof $100'000'                                                                    upon the f-irst regular   less applicable taxes The f-irst installilent of $SO.OOO shall be payable                                                                          shall be payable   payroll date following E,xecutive's Start Date. Tlre second installment of 550.000                                                                 Executive has permanently   on the one year anniversary of Executive's Start Date, provided that                                                                   will adjust the relocation   relocated to Vancouver. Washington by that time; however' the Company                                                                     to reopen in Fall 2021   requirernent pursuant to written agreement if local schools are not expected    for in-person learning.                                                                     sigtl-on bonus value   Before the Start Date. Executive rnay elect to receive the entire cash                                                                                  Should   (S100,000) in equity instead of in cash by informing the Company of his election'                                                                        cause (as defined   Executive resign from the company or be terminated by the company for                                                                             commencing   below) before Executive completes twelve (12) months of full-time employment                                                                     in full: or (ii) if he has   lrom the Start Date. Executive-shall (i) repay the first $50,000 installment                                                                     cash'   opted to receive equity instead of cash. return all equity received in lieu of                                                                       Executive's lnitials:     EMPLOYMENT ACREEMENT                                                           @tJ    Page 2 of l0





 






                                                                    area' the company                              To assist with relocation to the Vancouver  10.    Relocation Assistance.                                                      in                                              two automobiles from Texas to vancouver             move u*iluti*.. t,ousehold goods and  shall pay to                                                    the relocation package'                              relocatiJn      In addition, as part of  accordance with the company.s         o"u.r.                                      his                                           ior two house hunting trips fbr Executive and  the company shall also provide reimbursement                                                         in the Vancouver area' if needed'        (round-trip .ou.h airfare)" and the use of a car when  family                                                               the Company will                                the    tZ months following the Start Date'   during those trips. ln addition. for lrri                                        (b)                                                cost (capped at $2'000 per month' and   reimburse Executive for (a) local housing at actual                                                to Texas once per month'  round-trip coach airfare.orifo, ExecutivJto travel                                                                    for all necessary and                 Exnenses. The Company shall reimburse Executive   ll.   Business                                                      in the performance                              and other business expenses incurred by hirn   reasonable travel, .n-t.rtui',n,.,.nt                                           with                                            of signed itemized rists of such expenditures   of his duties under this Agreement. upon-receipt                                                      rvith such other reasonable procedures  appropriate back-up dociimentation.'unalo, in accoriance                                        time to time'  as the Company nTay adopt generally tiom    12.PaidTimeoff.ExecutiveshallbeentitledtoaccrueandusePaidTimeoffunderthe                                                 time to time' for sick' vacation and other  Colrpany's policie-,as  they may be a6ended from                                                 shall be entitled to accrue up to twenty-two  personal reasons. Und", thtse folicies. Executive                                         such time wilt be prorated for 2020'  days of Paid Time off each year. although                                                        to participate in all employee beneflt         Emplovee  Benefit plans. Executive shall be entitled    13.                                                      in effect from time to time   plans. practices and progra't *uintuined, by                                               .th.t- ::Tl'"y' with applicable law and the terms   (collectively. ',Brnployee Benefit Plans"). to the extent consistent                                                  shall be entitled to receive fringe benefits on   of the applicable L,rnployee Benefit Plans. Executive                                                     and dental insurance; (b) life insurance:           basis as oth.r.*..utives incruJing (a) medicar    the same                                                       retainall ofExecrttive's   and(c)a401(k)plan.  whenhisemploy*.-ntt.nrinates,Executivervill                    in                                          plans, but. except as may be.sneclfcally provided    rights to benefits that have vested undeisuch                                                       and subiect to applicable law' the   the Employee  Benef-it Plans' governing instrument(s)                                                 Benefit Plans will prospectively cease on the   Executive's rights to parlicipate in those Employ."                                                    benefits may be amended or discontinued   Executive's Termination Date (defined below).'Such    by the ComPanY at anY time'    I l.   Termination.                                                                                    that          (a)   At-will Employment;   Notice of Termination' The parties acknowledge                                                      and rnay be terminated by either Party   E,xecutive's employment wittr th. Corpuny is "at-will"                                                              not seek to establish cause or   with or without clause (as defined below). If the company does                                                                         may terminate at-    Disability" or Bxecutive does not seek to establish Good Reason. ernployment                                                                power to change the at-will   will. No one other than the company's Board of Directors has the                                                                 with the. Company may be    character of the employment relaiionship. Executive's employment                                                            resignation with or without Good    terminated by (i) Execuiive's death or Diiabilityl (ii) Executive's                                                                 Except in the case of death'    Reason; and (iii) termination by the ConTpany *iih or without Cause'                                                              notice of its intent to terminate    the Party seeking to terminate employm.nt ,rrt, provide written                                                         this Agreement upon which the party    consistent with this Section 14, citing the specific section of                                                        be effective (the "Termination Date")'    is relying, and the date that termination of employment will                                                                        Executive's Initials: 1QB*J    EMPLOYMENT AGRE,EMENT    Page 3 of l0





 






                                                                        for cause by        (b)   cause. The   company mav terminate  Executive's employment                                                     which it is relying and the Termination delivering written notice stating the particular cause upon                                      ''Cause''         good faith finding by the Company Date, consistent with this Secti6n t+ib.1. shall mean a                                                     contest. in a court of law for any fblony that E,xecutive has (i) been indicted or convicted. or pled no                                                               for continued employment' that in the Company'r r.uronable iudgment makes Executive unfit                                                                      or adversely affects prevents Executive fro* pe.forming e*e"rtive's duties or other obligations'                                                        position; (ii) engag.ed in dishonesty the reputation of the Company if Executive remained in his                                                             Company:  (iii) violated a key  related to his employment that has a material adverse et-fect on the                                                      Agreement (including' but not limited  Cornpany policy, this Agreement or the Business Protection                                                              been under the influence of  to. by engaging in acts of harassment or discrirnination. used or                                                                on behalf of the Company)  unlawful lrug. on the Company's premises or while performing duties                                                (iu;       in insubordination (i'e" conduct  that has a rnaterial adverse effect on the companyl .ngug.d                                                           Executive officer): (v) failed to  such as refusal to follow direct orders of the company's chief                                                                   reasonable satisfaction  perform minimum duties after warning and failed to correct to the CEO's                                                                  in competition with the  within thirty (30) days after written notice to Executivel (vi) engaged                                                              serious conflict of interest or  Company, diversion of any corporate opportunity or other similarly                                                              the Company's detriment; or  self-dealing incurring to E,xecutive's direct or indirect benefit and                                                                          inlurious to the  (vii) engaged in intJntional or grossly negligent conduct that is significantly                                                             CEO's  reasonable satisf-action  Company or its afflliates after warning and failure to correct to the   within tttirty (:O) days after written notice to Executive'         (c)   Good Reason.     E,xecutive may resign his employment and terminate this                                                                 Section l4(c)' Executive  Agreement for Good Reason so long as he does so consistent with this                                                             within ninety (90) days of the  shag provide notice of the existence of a specified Good Reason                                                                  than fbrty-five (45) days  condition first occurring. and must specify a Termination Date no earlier                                                                has at least forty-five (45)  after the company ."..ir., Executive's notice so that the company                  .,Good                                            the following without  days to cure.         Reason" shall mean the occurrence of any of                                                                 Chief Digital Officer or its   Executive.s prior written consent: ( i) demotion to a position other than                                                                target bonus, except to the   equivalent; (ii) a material diminution in Executive's Base Salary or                                                              and/or target bonuses of all of   extent ratably consistent with reductions applied to the base salaries                                                                     of this Agreement by   the members of the company's Executive Tean,; (iii) a material breach                                                                Vancouver, Washington to   Company; or (iv) a relocation of the Company's headquarters from    anothcr location more than ?5 miles away'                                                                employment within six (6)   ln the case of a resignation fbr Good Reason. E,xecutive must terminate                                                                     existence of the Good   months following tire date on which Executive becomes aware of the initial                                                                  to terminate ernployment   Reason condition. Cood Reason shall not exist if Executive (i) fails                                                                     of the initial existence   within six (6) months following the date on which Executive becomes aware                                                                 the ninety (90) day notice   of the Good Reason condition. (iil fails to provide such notice within                                                                            (45) day cure   period. or (iii) the Company cures the specified condition within the forty-five    period.          (d)   Death; Disability. upon death of the Executive. the Agreement automatically                                                                    Agreement because of   terminates upon the date of his death. The Company may terminate this                                                                     Date' The Company's   disability by delivering written notice to Executive stating the'fermination                                                                    faith determination that   decision to terminate because of disability shall be based on its good                                                                   essential functions of his   Executive is unable as result of physical oimental illness to perfbrrn the                                                                      Executive's lnitials: f     EMPLOYMENT AGREEMENT                                                            16 "J    Page -{ of l0





 






                                                                      (91) days (or' if                           accommodation. for an aggregate of ninety-one  position. despite reasonable                                          disability policy                      period then in effect under the Company's long-term  longer. the elimination                                      'fhe           disability                              any period of twelve (12) months'    Company's  applicable to Executivej during                                                  with                                              competent health care provider obtained  determination should be based on evidence from a                                                                 accommodation  that the                   Executive, and should consider any reasonable  the cooperation of                                                               The                                              any oiher considerations required by law'   Company may provide without undue harJship, and                                                     position with the cornpany' either an  parties agree that due to the importance of Executive's                                                       (91) days within u.t:t'ut ( l2) month  indefinite leave or a leave of absence in excess of ninety-one                                                     and would not constitute a reasonable  period would cause an undue hardship to the Company                                                   violate any federal' state or local leave or  accommodation. Noihing in this section is intended to   disability law.        (e)TerminationwithoutCause.TheCompanymay-terminateExecutive's                                                 delivering at reast fifteen (15) days' prior  employmert  and this Agreement without cause by                                                         period" employment shall continue  written notice stating the Termination Date. During the notice                                                      in tire orderly transition of his duties;  and he shall continue to perform his Ariie, and cJope.ate                                                           then-current Base Salary for the  however. at the Company's discretion. i; ,,,,,;y pay ixecutive's                                                  during such period'  notice period and excuse him from any further duties          (t)ResignationwithoutGoodReason.IfExecutiveexerciseshisrighttoterminate                                                 Executive agrees to provide the company  his employment by resigning without Good Reason.                                                    the l'e.ninition Date' At the Company's   with at least sixty (60) days' prior written notice stating                                                    terminate the employment relationship at   discretion. it rnay accelerate ihe Termination Date. and                                                      Date; in such case' and provided that   an earlier date than the Executive's stated Termination                                                  shall be excused tiom any obligation to pay   Executive ceases to perform any duties" the company    an1, further Base SalarY.    15.   Pavments  UPon Termination'                                                            Expenses. on the next payroll         (a)    F]arnecl Compensation; Unreimbursed Business                                                 required by law)' Executive (or his estate or   date following the Termination Date (or sooner if                                                       Salary under Section 6 through the   other legal designee) will be paid (i) all earned Base                                                           unused PTO per Company policy;   Termination Date: (ii) a maximu* of t*o (2) weeks of accrued,                                                   attributable to a prior co'npletcd fiscal year   and (iii) any fully *rr.a. not yet paid bonui amounts                                                                 expenses incurred prior to   (collectively. "L,arned Co*p"nraiion"). Any unreimbursed business                                                         later than sixty (60) days atler the   the Termination Date under Section t t witt be paid no                                                     this Agreement for any reason' Executive   Termination Date. Upon termination of employrneniund                                                       kind. other than E'arned Compensation'   will have no rights to any compensation o, iuy*ents of any    except as stated in this Section l5'                                                               If his employment underthis          (h)   Severance Pay Contingent Upon General Release'                                                               E'xecutive for Good Reason'    Agreement is terminated by the Coripany without C-au1e or by                                                         (6) months of his Base Salary on the    Executive shall be eligible lbr severarr"" puy equal to (i) six                                                             for medical and dental premiums-    Terminatio. Date: and (ii) six (6) months ofine Company's costs                                                      plans. with such costs determined as of    for Executive and any dependents then enrolled in iuch                                                           "severattce Pay"). As conditions    the Termination Date (and not under coBRA) (collectively.                                                             must (i) fully comply with his    precedent to any obligation to pay Severance Pay. Execulive                                                                       Executive's Initials: 9Y    EMPLOYMENT AGREEMENT    Page 5 of l0





 






                                          Protection Agreement' and any other agreement obligations under this Agreement. the Business                                           (ii) deliver to the company within sixty (60) days with the company and applicable poticies; and                                             rerease agreement in a form s,bstantially similar of his Termination Date, a valid. executed generar                                                            that he shall not be entitled to to the Agreernent attached as Exhibit A. Executive understands                      pay                        he executes and derivers the Separation and receive any Severance   under this Agreement untir                                                   in the Separation and Release Agreement  Release Agreement. and ihe revocation period set forth                                                     has beiome effective' lf E'xecutive is  has expired and the Separation and Release Agreement                                                 payment to E'xecutive in equal installments  eligible for Severance Pay. the Company w'ill make                                                     (6) months, subject to all lawful and  payable bi-weekly on l..grturty puyroti dates over'six                                                       the Company's   customary payroll  authorized deductions and withholding,-consistent witir                                                         date after the Company receives a  practices. with the first paym"nt payabl! on the first payroll                                                     but no later than 60 days following the  fully executed general ,.l.ur. agreement from Executive,                                                            where Executive's Termination  Termination Date: notwithstanding the foregoing to the contrary'                                                      the Company receives a fully executed  Date occurs after November I of a .ut.nau, ]"a']a's'ming                                                               Date, the first payrnent shall  general release agreement within 60 days following the Termination                                                of the next following calendar year but in no  be made as soo.r a, fra"ti"aUle after thl beginninf   event later than March l5 of such calendar year'                                                            for the exemption from Section            intend the payments under this Section 15(b) to qualify   The parlies                                                         1.409A-l(bxg)(iii)'  4094 of the code.  for separation pay. pursuant to Treasury Regulatio.ns                                                        (60) days following the Termination  Failure to execute the general release agreement within sixty                                                         of the benefits provided under this   Date in accordance with this Section shall result in forfeiture    Section l5(b).                                                                  all equipment' records'   16.   Return of Documents. Executive  understands and agrees tliat                                                         and other materials furnished to the   files, manuals. fbrms. materials. supplies, computer programs,                                                         or generated or obtained during the   Executive by the Company or used on the Company's behall                                                     the Company'  Upon termination of his   course of his .*pl;t;;i shall ,.*uin th. prop.riy of                                                      request. E'xecutive agrees to return all   employment. or at any other time upon the company's                                                      pott.ttion including' but not limited to'   documents una prop..iy belonging to the Company in'hi,                                                        plans' equipment..software' software   customer lists, contractors. agreements, licenies. business                                                            computer disks' all Confidential   programs, products. work-in-progress. source code. obiect code'                                                          books. notes and-all copies thereof"   lnformation as defined in the Business Protection Agreement,                                                      Executive shall certify to the Company   whether in written. electronic or other form. ln addltion.                                                           of the assets or business records   in writing as of the eff-ective date of termination that none                                                          his control' or have been transferred   belonging to the company are in his possession, remain under    to any third Person bY him'                                                                into based upon the singular    17.   Assiqnment. This Agreement is personal. and is being entered                                                               not assign this Agreement or   skill, qualificatior[and expJrie,ce of dxecutive. Executive shall                                                        the Company which may be withheld    any rights hereunder without the express written consent of                                                                 successor of the company.    with or without reason. This Agreement shalr bind and benef-it any                                                           of business acquisition' disposition    whether by merger. sale of assets. ,"o.gunization or other form     or business reorgarrization.                                                                    in writing and shall be    Itt.  Notices. Any  notice given pursuant to this Agreement shall be                                                         receipt if delivered in person or by    deemed to have been given or submitted (i) upon actual                                                                       Executive's Initials: @    F,MPLOYMENT  AGREEMENT    Page 6 of l0





 






                                                    (ii) upon affir.mative confirmation of facsimile transmission with confirmation of transmission:                                                personal email provided to the Company or receipt of email if delivered by enrail to Executive's                                           listed below and to the Chairman of the Company's by email to the Comiuny u, the email addresses                                                  not constitute affirmative confirmation of Board of Directors (an automatic "read receipt" does                                                  expiration of two (2) business days after receipt)l (iii) upon the earlier of actual ,...ipt or the                                                 Express)' and (iv) upon the earlier of actual sending by express courier (such as U.P.S. or Federal                                               after mailing if sent by registered or certifled receipt or the expiration of seven (7) business days   mail.'postage prepaid" to the parties at the following addresses:    To the ComPanY:               Nautilus. Inc.                                 16400 SE Nautilus Drive                                 Vancouver" WA 98683                                 Attention: Senior Vice President Law & Human Resources                                 wbolio@nautilus.com                                 Facsimile: 360.859.25 I 1    To Executive:                 Garry Wiseman                                 At the last address shown on the records of the Company                                                       with his current address' Either pamy  E,xecutive shall be responsible for providing the Company                                                      Agreement by providing notice to the  may change  its address for purposes of notlces under this                                                            days'  othlr party in the manner seiforth above within ten (10) business                                                                  of any provision of this   19.   Effect of Waiver. The waiver by either party of a breach                                                      of any subsequent breach hereof' No   Agreemerit shall not operate or be construed as a waiver    waiver shall be valid unless in writing'                                                            A and the Business Protection   20.   Entire Aqreement.  This Agreement, including E'xhibit                                                            and supersedes any and all prior   Agreement. ,.t, forth the entire agreetxent of the partiei hereto                                                     employment by the Company' including   agreements and understandings cJncerning Executive's                                                                      dated September 29'   (without limitation) the offei letter betw;n the Company and Executive                                                                signed by Executive and the   2020. This Agreement may be changed only by a writien iot'*tnt    Company's Chief Executive Officer or a member of the Board'   2|.GoverningLaw/Jurisdiction/venue.ThisAgreementshallbegovernedby,and                                                        and procedural laws of the State of   construed and enfbrced in accordun.. *ffihe substantive                                                           law' For all disputes under this   Washington  without regard to rules governing conflicts of                                                              them  shall be instituted and   Agreement. the parties agree that any suit o-r action between                                                        or King County. Washington (U'S'A')   commenced  exclusively in the state courts in Clark County                                                              Washington' sitting in Seattle'   or the l.Jnited States District Court for the Western District of                                                                 and hereby consent to the    Washington. Both parties waive the right to change -such venue    jurisdicion of such courts fbr all potential claims under this Agreement'                                                                    provisions contained in    22.   Construction of Aqreement' In the event that one or more of the                                                            any respect under the law. such    this Agreem.nt ,huiiE.-u-,ry**   be held unenforceable in                                                         Agreement, but this Agreement shall    unenforceability shall not affect any other provision of this                                                                  had never been contained    then be construed as if such unenfbrceabie provision o," ptoiitions                                                                       Executive's Initials: @    EMPLOYMENT AGREEMENT    Page 7 of l0





 






                                                                              of such                                       hereunder is too broad to permit enforcement  herein. If it is ever held that any restriction                             permitted                                              be enforced to the maximum extent            to its fulle;t extent, su"h restriction shall  restriction                                                   as a whole according to its                              of this ngr..*tnt shall be construed  by applicable law. Tl; ir;;r.ge                                     and the Company                                or uguinr, any party hereto' E'xecutive  fair meaning and not strictly for                                             has had                                                 oi th.is Agreement' and each party   participated jointly in the negotiation ."fi*p;;u'ion                            it is                                   l.;i ;;;nsel regarding dis Agreement' Accordingly'   the opporlunity to obtain theidvice                                    party'                                 "f       against any party or in favorof any   agreed that no rule of construction shall ipply                                                            for convenience and reference  23.   Headings. Section headings are used in this Agreement                                          provision of this Agreement'  onty uno:t;tt-ot affect the meaning of any                                                                      and each executed                          Agreement  may be executed in counterparts    21.   Execution.  This                                                all of the parties                                           as the originar instrument and as if   counterpart sha, have t'e sam-e tor"" una.ii.ct   tothecounterpartshadsignedtlresameinstrument.Signaturessentbyemailedpdf'electronicto this                                          sufficient Io demonstrate a pafiy's assent   facsimile or any .t.ltronT. means ,t,uit.u.   Agreement.    )<          (a)IntheeventthattheseveranceandotherbenefitsprovidedforinthisAgreementor                                                         "parachute           within the            payable or provided to E,xecutive (i) constitute       -payments"    otherwise                                                          subject to the excise                               code, unJ liiy bui fo, rhis se.ction. would be    meaning of Section zgoc ortne                                                shall be                                            "Excise Tax")' then Executive's benefits       imposed by Section 4999 of the C"O" tiftt    tax                                                     which would result in no poftion                    in full, or (b) delivered ai to such lesser extent    either (a) delivered                                              amounts. taking into                             to the Excise Tax, whichever of the tbregoing    of such benefits being subject                                            Excise Tax'                                          income and employment taxes and the    account the applicable federal. state. local    resultsinthereceiptbyExecutive.on"""fttt'"xbasis'ofthegreatestamountofbenefits'the                                                 its may be taxable under Section 4999 of    notwithstanding that all or some portion of such benef                                                  agree in writing. any determination required   code. Unless the company and Executive otherwise                                             national accounting fitm selected by the company   under this section ,t'rutt'ue made in writing by a                                                           agree (the "Accountants"). whose   or such other person or entity to which-th. furti..rnutually                                                  Executive and the company for all purposes'   determination shall be conclusive and binding upon                                                                the Accountants may make    For purposes of making the calculations rejui.ed by this section'                                                         applicable taxes and     rely on    reasonable assumptions and approximationi concerning                    'ray                                                            of Sections 280G and 4999 of the    reasonable. good faith interpretations concerning the appliiation                                                                           information and    code.  The company  and  Executive shall furnish to the Accountants such                                                             make a determination under this    documents as the Accountants may reasonably request in order to     Section.                                                                                 (i) cash          (b)    Any payments  or benefits shall be reduced in the following order:                                                                                   are not    puy*"nir; (ii) equity-based payments that are taxable; (iii) equity-based payments that                                                                           within any such    taxable; (iv) equity-based acceleration; and (v) othernon-cash formsof benefits.                                                                           shall occur first    category of payments and benefits (that is, (i). (ii), (iii). (iv) or (v)), a reduction                                                                   meaning of Section 4094    with respect to amounts that are not "def-erred compensation'' within the                                                                        E'xecutive have any    of the Code and then with respect to amounts that are. In no event shall                                                                          shall provide their    discretion with respect to the ordering of payment reductions. The Accountants                                                                             and Executive    calculations, together with detailed supporting documentation, to the Cornpany                                                                       E,xecutive's Initials: qti    EMPLOYMENT AGRE,EMENT    Page 8 of l0





 






                                                                 have been engaged to                         days after the date on which the Accountants  within thirty (30) calendar                                                       the                                            requested by the Compaly or Executive' If  make  such determinations or such other time as                                                     respect to a payment or henefit' it shall             determine that no Excise Tax is payable with  Accountants                                                        to the Company that                     and Executive with an Lpinion        acceptable  furnish the Company                            "u'onuLly               Any good  faith                     be imposed with respect to such payment or benefit'   no Excise Tax shall                                                              the                                              shall be rrnar. binding and conclusive upon   determinations of the Accountants made hereunder                                                      the avoidance of doubt" the Company  Company and Executive. For purpose of clarification and                                                    for any Excise Tax that E'xecutive may  shall have no obtlgation ,o puy oi reimburse Executive   incur as a result of Section 25(a)'                                                                  to be exempt fiom or        (c)    The payments provided in this Agreement are intended                                                 Internal Revenue code of 1986' as amended  comply with the requirements of Section 409A of the                                                            administered and governed in a  (the.,code"). and tn. t"n]rs of this Agreement shall be construed.                                                         is designated a "separate payment"  consistent manner. Each payme.t provrded in this Agreement                                                         the foregoing. the company makes  within the meaning of code Section 409A. Notwithitanding                                                provideJ under this Agreement comply with  no representations that the payments and benefits                                                be liable for alt or any portion of any taxes'  Section 409A, and in no .u"ni shall the Company                                                       by the Executive on account of non-  penalties. interest. or other expenses that may' be incurred   compliance with Section 409A'                                                                    in the event that any         (d)   Notwithstanding anything contained herein.to the contrary'                                                          pursuant to Code Section 4094' or   severance benefits would be treated as d-eferred compensation                                                  code Section 4094" such severance benetlts   to the extent required pursuant to an exemption from                                                          a ''separation from service" within   shail not be triggered unress and untir Executive experiences    the meaning of Code Section 409A'                                                         "specified employee'' under code         (c)    lf the Company determines that Executive is a                                                 "'separation from service"' then the amount of   Section 409A(a)(2)(BXi) at the time of Executive's                                                          of code Q 409A, shall be delayed   any Severance Pay that is not exempt from the requirements                                                     months from the date of the Executive's   until the first busine$ duy on or after the date that is six                                                                  Any Severance  Pay the   .,separation fiom servicl" 1th. ''payment commencement date")'                                                    six-month delay period shall be paid in a   Executive would have otherwise received during that                                                        date' and the amount of the remaining   lump sum. without interest. on the payment commencelrent    payments" if any shall be paid as provided in Section l5(b)'                                                                        are sub'lect to the          (l)   To the extent that any reimbursements under this Agreement                                                         payable to Executive shall be paid to   provisions of code Section 409A. any such reimbursements                                                          the year-in which the expense was   E,xecutive no later than December 3l of the year following                                                            not affect the amount eligible for    incurred, the amount of expenses reimbursed in one year shall                                                                 reimbursement  under this    reimbursement in any subsequent year. and Executive's right to                                                                 benefit'    Agreement shall not be sub.ieci to liquidation or exchange for another     26.Acknowledgment.Executiveacknowledgesthathehasreadandunderstandsthis                                                           attorney regarding the terms and    Agreement, thut ffir-eha,  hud the opportunity to coniult with an                                                            as his own free act and in full and    conditiorrs hereof, and that he accepts and signs this Agreement     complete understanding of its present and future legal effect'                                                                      Executive's lnitials: 6RJ    EMPLOYMENT AGREEMENT    Page 9 of l0





 






                                                this Agreement as of the date below' IN WITNESS  WHEREOF,   the parties hereto have executed    Agreed by:                                       EXECUTIVE  NAUTILUS. INC.                             ,c      /s/ Wayne M. Bolio  By:       Wayne   M. Bolio            Garry isem an                                                       2ot-o  Its:   SVP, Law & Human Resources     Date:   lo.  Date:    10/22/2020   82 I 3750 i                                                               Executive's lnitials:    EMPLOYMENT AGREEMENT                                                    6Sd   Page l0 of l0