Tucows 2013 Annual Report Download - page 69

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.
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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;