EEI 2018 Notice of Meeting and Proxy Statement

qualified plan under Section 401(a) of the Internal Revenue Code. Under the Stock Award Plan, Directors, officers and other key employees of E&E or any of its subsidiaries may be awarded Class A Common Stock as a bonus for services rendered to the Company or its subsidiaries, based upon the fair market value of the common stock at the time of the award. The Stock Award Plan authorizes the Board to determine the vesting period and the circumstances under which the awards may be forfeited. In October 2016, the Board adopted the current supplemental plan (the “2016 Stock Award Plan”). The 2016 Stock Award Plan permits awards of up to 200,000 shares of Class A Common Stock for a period of up to five (5) years until its termination in October 2021. Outstanding Equity Awards As of July 31, 2017, the Company has issued 7,502 shares of Class A Common Stock under the 2016 Stock Award Plan, all of which will vest on April 18, 2018. None of our Named Executives were awarded shares of Class A Common Stock under our 2016 Stock Award Plan during the fiscal year ended July 31, 2017. There are no outstanding equity awards held by our Named Executives pursuant to our Stock Award Plan as of July 31, 2017. Other Arrangements with Named Executives We are not party to any employment, severance, termination or change-in-control agreements with our Named Executives. If Named Executives are terminated involuntarily, severance payments are determined based on Company guidelines that apply to all employees. Total severance compensation would include: (i) accrued salary from the last pay period to date of departure; (ii) pro rata share of vacation accrued to the date of departure; (iii) compensatory time not taken, if any; (iv) severance pay calculated based on a number of weeks of salary corresponding with the length of employment service; and (v) additional amounts, at the discretion of the Board, as special consideration for long-term employees. Director Compensation Compensation earned by each employee and non-employee Director for his services during fiscal year ending July 31, 2017 is summarized in the following table. DIRECTOR COMPENSATION FISCAL YEAR 2017 Name Fees Earned or Paid in Cash Stock Awards (1) Option Awards Non-Equity Incentive Plan Compensation Earnings Nonqualified Deferred Compensation Earnings All Other Compensation (2) Total Marshall A. Heinberg (3) $ 12,000 $32,000 — — — — $ 44,000 Frank B. Silvestro(5) $129,167 — — — — $29,166 $158,333 Ronald L. Frank — — — — — — — Gerald A. Strobel (4)(5) $ 50,000 — — — — $50,000 $100,000 Michael C. Gross $ 35,966 $20,000 — — — — $ 55,966 Michael El.-Hillow (3) $ 8,250 $22,000 — — — — $ 30,250 Justin C. Jacobs (3) $ 7,500 $20,000 — — — — $ 27,500 Gerard A. Gallagher, Jr. (3) $ 37,500 — — — — $25,397 $ 62,897 Michael R. Cellino, M.D. (3) $ 27,459 — — — — — $ 27,459 Michael S. Betrus (3) $ 28,984 — — — — — $ 28,984 (1) In July 2017, the Company issued 2,554 shares, 1,596 shares, 1756 shares and 1,596 shares of Class A Common Stock to Messrs. Heinberg, Jacobs, El-Hillow, and Gross, respectively. These shares are subject to certain restrictions regarding transfer of the shares that expire on April 18, 2018. (2) Represents compensation paid under a consulting arrangement. -13-