rights to acquire voting securities having voting power equal to 40% percent or more of the combined voting power of our then outstanding voting securities, unless such acquisition is expressly approved by resolution of the Board passed upon affirmative vote of not less than a majority of the Board and adopted at a meeting of the Board held not later than the date of the next regularly scheduled or special meeting held following the date we obtain actual knowledge of such acquisition (which approval may be limited in purpose and effect solely to affecting the rights of the executive under his employment agreement). Notwithstanding the preceding sentence, any transaction that involves a mere change in identity form or place of organization within the meaning of Section 368(a)(1)(F) of the Code, or a transaction of similar effect, will not constitute a “change in control.”
Employment Agreement — Peter J. Cuozzo
In July 2020, we entered into an employment agreement with Peter J. Cuozzo, our former executive vice president and chief operating officer. The material terms of his agreement are as follows:
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He served as our executive vice president and chief operating officer on a full-time basis.
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The agreement was terminable by either party at any time upon delivery of written notice to the other party.
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His duties included overseeing, supervising and managing our business, (ii) overseeing and supervising our expansion into Florida, Texas and such other markets identified by our chief executive office and/or the Board and (iii) such other duties, responsibilities, tasks and projects as determined by our chief executive officer and/or the Board, with the understanding that he had the customary authority and support to accomplish such assigned duties, responsibilities, tasks and projects.
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He was based in Naples, Florida but required to work from our principal place of business, currently in Branford Connecticut, as frequently and for such period of time as directed by our chief executive officer.
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His base compensation was $250,000 per year.
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He was paid a signing bonus of $25,000.
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He was entitled to additional compensation in such amounts, at such times and under such circumstances as determined by the Board and/or the Compensation Committee based on (i) the growth of our business; (ii) capital origination, whether via the sale by us of our equity, debt or derivative securities or via new credit facilities with traditional or non-traditional lenders and (iii) mergers and acquisitions of other entities or assets. In April 2021, he was paid a one-time cash bonus of $25,000 and received a grant of 4,753 restricted Common Shares (based on the closing price of $5.26 per Common Share on April 12, 2021) vesting in three equal installments on each of January 1, 2022, 2023 and 2024, which are subject to forfeiture, to the extent unvested, if he voluntary resigns as an employee of the Company without “Good Reason” or if his employment is terminated for “Cause.”
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He was eligible to participate in any retirement plans (qualified and non-qualified), pension, insurance, health, disability or other benefit plan or program that has been adopted by us (or in which we participated), according to the terms of such plan or program, on terms no less favorable than the most favorable terms granted to our senior executives.
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He was entitled to 25 vacation days per annum and severance pay equal to 18 months of his base compensation if he is terminated without cause, or if he terminates for good reason, prior to July 1, 2022.
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He is subject to a covenant not to compete that continues for 18 months after termination unless he is terminated without “cause” prior to July 1, 2022.
Mr. Cuozzo retired from all his positions with the Company effective as of January 14, 2022. The terms of his separation were as follows:
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All obligations under his employment agreement with the Company terminated except for the covenants restricting his use of Company “confidential information” and his ability to compete with the Company.