To: peter michaelson who wrote (4429 ) 6/27/2000 3:12:00 AM From: peter michaelson Read Replies (1) | Respond to
KENNETH M. DODD, former President of CTICO, an 80 percent owned subsidiary of the Company, executed an Employment Agreement with the Company on October 11, 1995. The term of the agreement was for three years and called for compensation of $150,000 per year, plus non-statutory stock options covering 500,000 shares of the Common Stock at an exercise price of $1.25 per share. One-half of the options vested on June 1,1996, 125,000 options vested on June 2, 1997, and the remaining 125,000 options vested on October 11, 1998. The options granted to Mr. Dodd must be exercised within 10 years from the date of the agreement. If the agreement is terminated for "cause" as defined in the agreement, or Mr. Dodd voluntarily terminates the agreement without the consent of the Company, all of the options granted to Mr. Dodd thereunder, and which have not been exercised, shall be forfeited. At the cost of the Company, Mr. Dodd has `piggyback" registration rights with respect to the shares of the Common Stock derived from the exercise of the options. As of the date of this Report, none of the options granted to Mr. Dodd under the agreement have been exercised. The agreement subjects Mr. Dodd to a two year non-compete restriction, the obligation to give the Company the right to take advantage of any business opportunity, and the duty not to reveal any confidential information about the business of the Company. As part of the consideration for the agreement, Mr. Dodd was appointed the Chief Executive Officer of CTICO and received 2,830,959 shares of the common stock of CTICO (approximately 7.6 percent of its issued and outstanding common stock).
