Tucows 2012 Annual Report Download - page 70

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65
(4) For purposes of the above table, we have assumed that if we terminate Mr.
N
oss without cause all his
unvested options vest automatically and that for Messrs. Cooperman or Woroch, that their options continue to
vest through any severance period. On a change in control we have assumed that all unvested options fo
r
Messrs. Noss or Cooperman vest automatically and that for Mr. Woroch, that his options continue to ves
t
through and until the end of any severance period. Amounts disclosed in this table equal the closing marke
t
value of our common stock as of December 30, 2012, minus the exercise price, multiplied by the number o
f
unvested shares of our common stock that would vest. The closing market value of our common stock on
December 31, 2012 was $1.44.
(5) Pay for unused vacation, extended health, matching registered retirement savings plan benefit, life insurance
and accidental death and dismemberment insurance are standard programs offered to all employees and are
therefore not reported.
Employment Agreements—Termination
Employment contracts are currently in place for each of the named executive officers, whose contracts detail
the severance payments that will be provided on termination of employment and the consequent obligations of non-
competition and non-solicitation.
The following details the cash severance payment that will be paid to each of the named executive officers in
the event of termination without cause or termination for good reason.
Upon termination without cause, Mr. Woroch is entitled to a severance payment in the amount of six months’
compensation plus one months’ compensation for each additional completed year of service. Severance payments can be
made in equal monthly installments. Mr. Woroch is bound by a standard non-competition covenant for a period of
twelve months following their termination.
Messrs Noss and Cooperman’s employment agreements are subject to early termination by us due to:
• the death or disability of the executive;
• for “cause;” or
• without “cause.”
If we terminate Mr. Noss without “cause,” he is entitled to receive 12 months of compensation plus one month
of compensation for each year of service, to a maximum of 24 months of compensation.
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.