SURG » Topics » POST-TERMINATION PAYMENTS

This excerpt taken from the SURG DEF 14A filed Nov 17, 2008.
POST-TERMINATION PAYMENTS
 
Ms. Boone’s employment agreement provides for certain payments to be made to her upon termination of her employment without cause or her resignation for good reason. Ms. Boone’s agreement also states that she shall receive payments if her employment is terminated within 12 months of a change of control, but that no payments upon termination or resignation as described above shall be received upon her breach of the non-competition and non-solicitation provisions of her employment agreement. Mr. Dallam’s letter agreement provides for a severance package of one year’s salary in the event there is a change of control. Furthermore, if any of the named executive officers’ employment is terminated upon a change of control, all options to purchase Common Stock and all restricted stock shall vest.
 
Assuming that the triggering event for post-termination payments occurred on the last business day of the Company’s fiscal 2008, the named executive officers would receive the following payments:
 
                         
        Stock
   
Named Executive Officer
  Salary   Compensation   Total
 
Pamela G. Boone(1)
  $ 304,500     $ 129,450     $ 433,950  
Dave Dallam(1)
  $ 223,600     $ 17,202     $ 240,802  
 
 
(1) The salary calculations for Ms. Boone and Mr. Dallam include 15 months of salary and 12 months of salary, respectively, as these are the required payments per Ms. Boone’s employment contract and Mr. Dallam’s letter agreement. In addition, Ms. Boone would receive 15,263 shares of restricted stock which had not been awarded as of July 31, 2008.
 
This excerpt taken from the SURG DEF 14A filed Nov 13, 2007.
POST-TERMINATION PAYMENTS
 
As noted above, the employment agreements for all named executive officers contain provisions providing for certain payments to the officers upon termination of their employment without cause or their resignation for good reason. Ms. Boone’s employment agreement also states that she shall receive payments if her employment is terminated within 12 months of a change of control, but that no payments upon termination or resignation as described above shall be received upon her breach of the non-competition and non-solicitation provisions of her employment agreement. Furthermore, if any of the named executive officers’ employment is terminated upon a change of control, all options to purchase common stock and all restricted stock shall vest.
 
Assuming that the triggering event for post-termination payments occurred on the last business day of the Company’s fiscal 2007, the named executive officers would receive the following payments:
 
                         
          Stock
       
Named Executive Officer
  Salary     Compensation     Total  
 
Gregg D. Scheller(1)
  $ 450,830     $ 1,125     $ 451,955  
Kurt W. Gampp, Jr.(1)
  $ 409,818             $ 409,818  
Jerry Malis(1)
  $ 273,607             $ 273,607  
Pamela G. Boone(2)
  $     $ 130,538     $ 130,538  
 
 
(1) The salary calculation includes 13 and 2/3 months of salary for the period from August 1, 2007 through September 21, 2008, which represents the remainder of the employment agreements.
 
(2) As of the last business day of fiscal 2007, Ms. Boone employment agreement was not effective. In addition, 11,050 shares of restricted stock had not yet been awarded.
 
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