Tucows 2015 Annual Report Download - page 141

Overachievement Bonus Program
The overachievement bonus program is designed to further incent our employees, senior management and
NEOs to exceed the Company’s adjusted EBITDA goals. As stated above, during Fiscal 2015 the Company exceeded
its adjusted EBITDA goal and the Corporate Governance, Nominating and Compensation Committee has accordingly
sets aside 30% of the overachievement target in an overachievement pool amounting to $1.4 million to reward our
senior management, employees and NEOs with the actual allocation to be determined at a later date.
Equity-Based Awards
We believe that equity-based awards encourage our NEOs to focus on the long-term performance of our
business. Our Board of Directors grants equity awards to executives and other employees in order to enable them to
participate in the long-term appreciation of our stock price. Additionally, we believe our equity awards provide an
important retention tool for our NEOs, as they are subject to multi-year vesting. To date, we have not adopted stock
ownership guidelines for our NEOs.
Historically, we have granted equity-based awards in the form of stock options, including options granted at
the commencement of employment and additional awards each year. The size of the initial option grant made to each
NEO upon joining our company is primarily based on competitive conditions applicable to the NEO's specific position.
For subsequent equity grants to our NEOs, our Corporate Governance, Nominating and Compensation Committee
receives input from our CEO and EVP, HR.
In connection with the Corporate Governance, Nominating and Compensation Committee’s annual review
process, the Committee approved, effective January 1, 2015, the following stock option awards to our NEOs. These
stock options vest in equal installments on each of the first four anniversaries of the grant date, generally subject to the
NEO’s continued employment with us.
Name Number of
stock options
Aggregate Grant
Date Fair Value
Elliot Noss 10,000 $ 79,720
Michael Cooperman 5,000 $ 39,860
David Woroch 5,000 $ 39,860
Kenneth Schafer 5,000 $ 39,860
Carla Goertz 5,000 $ 39,860
In connection with the Corporate Governance, Nominating and Compensation Committee’s annual review
process, the Committee approved, effective January 1, 2016, the following stock option awards to our NEOs. These
stock options vest in equal installments on each of the first four anniversaries of the grant date, generally subject to the
NEO’s continued employment with us.
Name Number of
stock options
Aggregate Grant
Date Fair Value
Elliot Noss 10,000 $ 136,420
Michael Cooperman 5,000 $ 68,210
David Woroch 5,000 $ 68,210
Kenneth Schafer 5,000 $ 68,210
Michael Goldstein 5,000 $ 68,210
Severance and Change of Control Benefits
Our Board of Directors believes that it is necessary to offer senior members of our executive team severance
benefits to ensure that they remain focused on executing our strategic plans, including in the event of a proposed or
actual acquisition. We have entered into employment agreements with our named executive officers to provide them
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