Executive Compensation / Compensation Discussion and Analysis
During 2020, Medici Ventures granted non-qualified stock
options under the Medici Option Plan to certain of its employees and directors. None of Named Executive Officers received any option grants under the Medici Option Plan. The discussion in the paragraph above regarding the timing of meetings and
other logistics regarding the 2005 Plan is also generally applicable to the activities of the Medici Ventures Board relating to the Medici Option Plan.
During
2020, tZERO granted non-qualified stock options and RSUs under the tZERO Plan to certain of its employees and directors, including Mr. Johnson. The discussion in the paragraph above regarding the timing
of meetings and other logistics regarding the 2005 Plan is also generally applicable to the activities of the tZERO Board relating to the tZERO Plan.
During 2020,
MLG granted non-qualified stock options under the MLG Option Plan to certain of its employees and directors, including Mr. Hughes. The discussion in the second preceding paragraph above regarding the
timing of meetings and other logistics regarding the 2005 Plan is also generally applicable to the activities of the MLG Board relating to the MLG Option Plan.
Severance and Change of Control Arrangements
On August 27, 2020, we entered into a Severance Agreement and Release with Anthony
D. Strong, who at such time had been serving as our Vice PresidentFinance and FP&A and who had served as our Principal Financial Officer and Principal Accounting Officer earlier in the year. Pursuant to this agreement, Mr. Strong
received a severance payment of $105,000, as well as a payment of approximately $7,800, representing six-months of COBRA premiums, each such payment less applicable deductions for taxes. In addition, the
vesting of 9,667 restricted shares of Company common stock owned by Mr. Strong was accelerated. In addition, pursuant to this agreement, Mr. Strong agreed to certain customary confidentiality,
non-competition, non-disparagement and non-solicitation provisions, and also agreed to release the Company from certain claims in
connection with his employment.
Other than those rights offered by the Executive Retention Agreement approved by the Board on February 17, 2020, none of our
Named Executive Officers had any contractual right to any severance or change of control payments under any employment or severance agreement, although we do sometimes make severance payments on a case-by-case basis.
The Executive Retention Agreement, the form of which was approved by the Board on February 17,
2020, creates an obligation of the Company to pay severance to certain executive employees, as described in Compensation Discussion and AnalysisEmployment Agreements. Certain Named Executive Officers, including Mr. Johnson,
Mr. Nielsen, Ms. Lee, Mr. Lee, and Mr. Weight have signed an Executive Retention Agreement.
Our executive officers hold RSUs issued under our
2005 Plan, and the vesting of such awards may be accelerated, under certain circumstances, upon or in connection with a change of control of the Company or upon the termination of the employment of the holder within a period of time after a change
of control has occurred. The 2005 Plan provides that if a merger or change of control (as defined in the plan) occurs, outstanding awards will be assumed by the successor or an equivalent award will be substituted, or the award will vest and the
participant will have the right to exercise the award. The 2005 Plan also provides that the Board has the power to modify any outstanding awards at any time, by accelerating vesting or otherwise.
In addition, as described above, our Deferred Compensation Plan allows participants to defer receipt of compensation otherwise payable to them under our existing
compensation plans, and permits us to make discretionary contributions to participants accounts. Participants are fully vested in all amounts deferred and any earnings or losses on those deferrals at all times. Upon termination of service due
to retirement, disability or death, a participant becomes fully vested in any additional amounts, including any discretionary contributions we make, credited to his or her account. To date, we have not made any contributions to the Deferred
Compensation Plan on behalf of any Named Executive Officer, and at December 31, 2020 none of our Named Executive Officers except for Mr. Lee had any funds in the Deferred Compensation Plan.
Certain of our Named Executive Officers hold options granted under the Medici Option Plan, and the vesting and exercisability of such options may be accelerated in
connection with a change of control (as defined in the Medici Option Plan) or otherwise.
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2021 Proxy Statement | 35
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