- 7 - agreement with MGC governing his employment status with MGC and his ISOs (the 1999 employment agreement). Pursuant to the 1999 employment agreement: (1) Petitioner resigned as president, chief executive officer, and director of MGC, and he resigned as an officer and director of MGC’s subsidiaries; (2) petitioner agreed to assist MGC’s new chief executive officer “in order to provide for a smooth transition for the Company”; (3) MGC agreed to make a lump-sum payment of $360,000 to petitioner; (4) MGC and petitioner agreed to accelerate the vesting dates of petitioner’s ISOs; and (5) petitioner and MGC agreed that petitioner would continue to be employed by MGC through April 1, 2001, for the purpose of providing advice regarding regulatory developments, testimony at legal, regulatory, and administrative proceedings as necessary, and other mutually agreed duties. After November 1, 1999, MGC never requested petitioner to prepare any formal reports for the company, and petitioner did not prepare any formal reports for MGC. Table 2 sets forth (1) the fair market value of MGC shares as of the dates petitioner’s ISOs were granted, and (2) the total fair market value of all shares as to which petitioner’s ISOs were exercisable for the first time during each of the years 1997 to 2001 (taking into account the accelerated vesting schedule that MGC and petitioner agreed to on November 1, 1999):Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011