Tucows 2014 Annual Report Download - page 130

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.
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
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