Tucows 2013 Annual Report Download - page 65

(1)
On September 11, 2013 under the 2006 Plan, our non-employee directors were awarded these automatic formula option
grants. Under the 2006 Plan, these options vested immediately and carry an exercise price of $8.92. All these options
remained outstanding at December 31, 2013 and have a five year term. The aggregate grant date fair value of the option
grants was calculated in accordance with FASB ASC 718 and based on the Black-Scholes option-pricing model and
used the same assumptions that are set forth in Note 9 to our audited consolidated financial statements included in this
Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and
persons who own more than ten percent of a registered class of our equity securities to file with the SEC reports of ownership
and reports of changes in ownership of our common stock and our other equity securities. These persons are required by SEC
regulation to furnish us with copies of all Section 16(a) reports they file.
We believe that, under the SEC’s rules and based solely upon our review of the copies of the Forms 3, 4 and 5
furnished to us, or written representations from certain reporting persons that any such Forms have been filed in a timely
manner and that all of our executive officers, directors and persons who own more than ten percent of a registered class of
our equity securities complied with all Section 16(a) filing requirements applicable to them during 2013.
Stock ownership of management
We encourage stock ownership by our directors, officers and employees to align their interests with your interests as
shareholders. Under Section 16(a) of the Securities and Exchange Act of 1934, as amended, directors, officers and certain
beneficial owners of the Company’s equity securities are required to file reports of their transactions in the Company’s equity
securities with the SEC on specified due dates. With respect to Fiscal 2013, reports of transactions by all directors, officers
and such beneficial holders were with the exceptions of Mr. Stern, who failed to timely file his Form 4 with respect to the
purchase of 20,000 shares of common stock upon the exercise of options, and Messrs. Schwartz, Ralls, Morrisett, Karp, Ito
and Gissin, who failed to timely file their Forms 4 with respect to grants of options. In making this statement, the Company
has relied on the written representations of its directors, officers and holders of more than ten percent of our outstanding
common stock as reported in their filings with the SEC.
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ITEM 11. EXECUTIVE COMPENSATION
Summary compensation table
The following Summary Compensation table provides a summary of the compensation earned by the chief executive
officer, Elliot Noss, and our two other most highly compensated executive officers for services rendered in all capacities
during 2013. Specific aspects of this compensation are dealt with in further detail in the tables that follow. All dollar amounts
below are shown in U.S. dollars. If necessary, amounts that were paid in Canadian dollars during the 2013 fiscal year were
converted into U.S. dollars based upon the exchange rate of 1.0319 Canadian dollars for each U.S. dollar, which represents
the average Bank of Canada exchange rate for 2013.
Name and Principal
Position
Year
Salary
($)
Bonus(1)
($)
Stock
Awards(2)
($)
Option
Awards(3)
($)
All Other
Compensation(4)
($)
Total
($)
(a)
(b)
(c)
(d)
(f)
(i)
(j)
Elliot Noss
2013
357,157
194,302
—
103,400
10,176
665,035
President and Chief
Executive Officer
2012
350,860
200,470
—
23,070
10,495
584,895
Michael Cooperman
2013
279,824
135,284
—
51,700
11,920
478,728
Chief Financial Officer
2012
274,890
142,493
—
23,070
12,295
452,748
David Woroch
2013
233,017
140,372
—
51,700
8,431
433,520
Vice President, Sales
2012
228,909
147,491
—
23,070
8,696
408,166