Tucows 2015 Annual Report Download - page 153

If we terminate Mr. Cooperman’s employment without “cause,” he is entitled to receive six months of
compensation plus one month of compensation for each year of service.
For purposes of the employment agreements, “cause” is defined to mean the executive’s conviction (or plea of
guilty or nolo contendere) for committing an act of fraud, embezzlement, theft or other act constituting a felony or willful
failure or an executive’s refusal to perform the duties and responsibilities of his position, which failure or refusal is not
cured within 30 days of receiving a written notice thereof from our Board of Directors.
Employment Agreements—Change in Control
Under their employment agreements, both Mr. Noss and Mr. Cooperman are also entitled to the change in control benefits
described in the following paragraph if:
●the executive resigns with or without “good reason” within the 30-day period immediately following the date
that is six months after the effective date of the “change in control;” or
●within 18 months after a “change in control” and executive’s employment is terminated either:
●without “cause;” or
●by resignation for “good reason.”
If an executive’s employment is terminated following a change in control under the circumstances described in
the preceding paragraph, the executive is entitled to receive a lump sum payment based upon the fair market value of the
Company on the effective date of the “change in control” as determined by our Board of Directors in the exercise of good
faith and reasonable judgment taking into account, among other things, the nature of the “change in control” and the
amount and type of consideration, if any, paid in connection with the “change in control.” Depending on the fair market
value of the company, the lump sum payments range from $375,000 to $2 million in the case of Mr. Noss, and from
$187,500 to $1 million in the case of Mr. Cooperman. In addition to the lump sum payments, all stock options held by the
executive officers will be immediately and fully vested and exercisable as of the date of termination.
A “change in control” is generally defined as:
●the acquisition of 50% or more of our common stock;
●a change in the majority of our Board of Directors unless approved by the incumbent directors (other
than as a result of a contested election); and
●certain reorganizations, mergers, consolidations, liquidations or dissolutions, unless certain requirements
are met regarding continuing ownership of our outstanding common stock.
“Good reason” is defined to include the occurrence of one or more of the following:
●the executive’s position, management responsibilities or working conditions are diminished from those
in effect immediately prior to the change in control, or he is assigned duties inconsistent with his
position;
●the executive is required to be based at a location in excess of 30 miles from his principal job location or
office immediately prior to the change in control;
●the executive’s base compensation is reduced, or the executive’s compensation and benefits taken as a
whole are materially reduced, from those in effect immediately prior to the change in control; or
●we fail to obtain a satisfactory agreement from any successor to assume and agree to perform our
obligations to the executive under his employment agreement.
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