Tucows 2013 Annual Report Download - page 68

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Michael Cooperman (1)
2013
Termination
without Cause
Change in
Control
Compensation
Base Salary/Severance (2)
$
466,373
$
468,373
Bonus Plan (3)
180,896
180,896
Acceleration of Unvested Equity Awards (4)
201,625
248,404
Benefits (5)
Car Allowance
13,567
22,611
Healthcare Flexible Spending Account
2,423
4,039
Healthclub
3,877
6,461
$
868,761
$
930,784
David Woroch (1)
2013
Termination
without Cause
Change in
Control
Compensation
Base Salary/Severance (2)
$
368,943
$
368,943
Bonus Plan (3)
179,523
179,523
Acceleration of Unvested Equity Awards (4)
177,388
177,388
Benefits (5)
Car Allowance
11,047
17,491
Healthcare Flexible Spending Account
2,302
3,645
Healthclub
-
-
$
739,203
$
746,990
(1)
For the purpose of the table we assumed an annual base salary at the executive’s level as of December 31, 2013
(2)
Severance for Mr. Noss is compensation for one year plus one month additional compensation for each completed
year of service capped at 24 months. For Messrs. Cooperman and Woroch, severance compensation is for six months
plus one month additional compensation for each completed year of service.
73
(3)
For the purpose of the table we assumed that the annual incentive bonus target as of December 31, 2013 had been
achieved and that no overachievement bonus or special bonuses would be payable.
(4)
For purposes of the above table, we have assumed that if we terminate Mr. Noss 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 for Messrs. Noss or Cooperman
vest automatically and that for Mr. Woroch, that his options continue to vest through and until the end of any
severance period. Amounts disclosed in this table equal the closing market value of our common stock as of
December 30, 2013, minus the exercise price, multiplied by the number of unvested shares of our common stock that
would vest. The closing market value of our common stock on December 31, 2013 was $14.00.
(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