MPZ » Topics » Employment Agreement of Mark A. Pougnet

This excerpt taken from the MPZ DEF 14A filed Dec 8, 2006.
Employment Agreement of Mark A. Pougnet

 

On September 28, 2005, we entered into an Executive Employment Agreement (the “Pougnet Agreement”) with Mark A. Pougnet, our Chief Financial Officer. The initial term of the Pougnet Agreement is effective through April 1, 2007, and automatically extends for additional one-year terms unless, at least 30 days prior to the end of the initial or extended term, we or Mr. Pougnet provide written notice that employment will not be extended.

 

Under the Pougnet Agreement, Mr. Pougnet is entitled to receive a base salary of $240,000 per year, commencing August 1, 2005. Mr. Pougnet is also entitled to participate in an executive bonus compensation plan based upon completion of targeted goals, objectives and milestones approved by our Board of Directors. The maximum bonus payment is 45% of Mr. Pougnet’s base pay. Our Board of Directors may elect to pay up to 50% of any bonus in fully vested and exercisable restricted stock or stock units. Mr. Pougnet is entitled to paid vacation and all paid holidays customarily extended to our other executive employees and to participate in employee benefit programs provided to our other executive employees.

 

If Mr. Pougnet’s employment is terminated based on non-renewal of the Pougnet Agreement, he is entitled to six months’ base salary. If Mr. Pougnet terminates his employment for cause or if his employment is terminated in connection with a termination of our business, he is entitled to 12 months base salary. If we terminate Mr. Pougnet without cause, he is entitled to the greater of 12 months’ base salary or the amount otherwise payable between the date of termination and the expiration of the applicable term of the Pougnet Agreement. Additionally, if we terminate Mr. Pougnet without cause or if Mr. Pougnet terminates his employment for cause, he is entitled to receive his bonus for the year.

 

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Mr. Pougnet ceased to be an employee and officer effective at the close of business on August 31, 2006. The Pougnet Agreement was terminated, except for certain provisions primarily related to non-competition and confidentiality. Under the separation of employment agreement, Mr. Pougnet may not: (i) own, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is engaged in business of the type conducted by us, or (ii) call upon, solicit, attempt to sell any products or services in competition with those offered by us, until November 17, 2006. Additionally, Mr. Pougnet may not solicit or otherwise attempt to persuade any employee to leave the company for a period of one year. Mr. Pougnet will receive severance in the form of base salary and benefit continuation for 9 weeks from the date of termination. The total gross amount of the base salary continuation is $41,538.46. A total of 14,000 restricted stock units and 90,000 stock options previously issued to Mr. Pougnet were cancelled as of the date of the agreement. Mr. Pougnet was issued 90,000 new stock options with an exercise price equal to $1.38 per share. These options are fully vested, but are exercisable only after six months from August 31, 2006. The options have a three-year term.

 

This excerpt taken from the MPZ 8-K filed Sep 30, 2005.
Employment Agreement of Mark A. Pougnet

On September 28, 2005, HyperSpace entered into an Executive Employment Agreement (the “Pougnet Agreement”) with Mark A. Pougnet, its Chief Financial Officer. The initial term of the Pougnet Agreement is effective through April 1, 2007, and automatically extends for additional one-year terms unless, at least 30 days prior to the end of the initial or extended term, HyperSpace or Mr. Pougnet provides written notice that employment will not be extended.

 

Under the Pougnet Agreement, Mr. Pougnet is entitled to receive a base salary of $240,000 per year, commencing August 1, 2005. Mr. Pougnet is also entitled to participate in an executive bonus compensation plan based upon completion of targeted goals, objectives and milestones approved by HyperSpace’s Board of Directors. During the remainder of 2005, the maximum bonus payment is 22.5% of Mr. Pougnet’s base pay. During subsequent years, the maximum bonus payment is 45% of Mr. Pougnet’s base pay. HyperSpace’s Board of Directors may elect to pay up to 50% of any bonus in fully vested and exercisable restricted stock or stock units. Mr. Pougnet is entitled to paid vacation and all paid holidays customarily extended to HyperSpace’s other executive employees and to participate in employee benefit programs provided to HyperSpace’s other executive employees.

 

If Mr. Pougnet’s employment is terminated based on non-renewal of the Pougnet Agreement, he is entitled to six months’ base salary. If Mr. Pougnet terminates his employment for cause or if his employment is terminated in connection with a termination of HyperSpace’s business, he is entitled to 12 months base salary. If HyperSpace terminates Mr. Pougnet without cause, he is entitled to the greater of 12 months’ base salary or the amount otherwise payable between the date of termination and the expiration of the applicable term of the Pougnet Agreement. Additionally, if HyperSpace terminates Mr. Pougnet without cause or if Mr. Pougnet terminates his employment for cause, he is entitled to receive his bonus for the year.

 

A copy of the Pougnet Agreement is filed as exhibit 10.3 to this current report on Form 8-K and incorporated herein by reference.

 

EXCERPTS ON THIS PAGE:

DEF 14A
Dec 8, 2006
8-K
Sep 30, 2005
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