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Longstanding investor in Looksmart (and a 69 yr old ex-tradesman), who has a passionate interest in the problems of newspapers along with their success in all their monetisation attempts made, on the web. For the "times are indeed, a changin", I feel. [17th of Aug, 2011 - Print media... More
  • CANADA? Looksmart's Markowski & Brown Departed on the Best of Terms 0 comments
    Jun 8, 2011 2:50 AM

    It has almost been a 'stab in the dark' kind of presumption I had made, in a Looksmart move to Canada. - But this may not be that far off being right on the 'mark' - - and contrary to what was initially felt by many who may have scoffed at my thought, no doubt.

    seekingalpha.com/user/36191/instablog/se...

    WHY the NEED for such a Move?

    [ Added 27th July, 2011

    The mighty U.S. dollar’s fall from economic grace didn’t happen overnight. It’s been a long and painful process driven by bad judgment, irresponsible fiscal policies, and arrogance.

    Like many fiat currencies before it, the greenback’s paper and the ink printed on it is only worth what individuals are willing to assign to it. Otherwise it becomes as worthless as green wallpaper with numbers on it, just as happened in Rome.

    Devaluing the Currency—
    A Proven Recipe for Collapse

    Nero and other Roman emperors debased the currency in order to supply a demand for more coins. Sound familiar? By debasing the currency, instead of a coin having its own intrinsic value, it was only representative of the silver or gold it had once contained. That’s all well and good as long as the silver content is what they say it is.

    But by the time Claudius II Gothicus (268-270 A.D.) took power, the amount of silver in a “100 percent” silver denarius coin was only 0.02 percent. This led to widespread severe inflation and instability. The chart below shows just how that inflation occurred, eerily much like it is today in the U.S.


    Soldier’s wages went up. But silver content went down,
    making the currency worth less — considerably less.

    Source: mappinghistory.uoregon.edu

    Full Story: www.moneyandmarkets.com/the-dollar-is-fo...]
    ******************

    Its been interesting to read (Friday's) SCHEDULE 14A INFORMATION release from Looksmart, that tells of some of Looksmart's Directors electing to be issued with options, in leiu of cash bonuses earned by them.
     
    Some Directors elect to take Share Options, in leiu of Cash


    Jun 03, 2011

    Form Def 14A / Definitive Proxy Statement
    HTML PDF

    Form Defa14a / Definitive Proxy Statement
    HTML PDF

    Other points of interest include the sudden departures (and, close to each other) of both (On Jan. 12th, 2011), Eltinge Brown, former Vice President, Advertising Sales officially had 'separated' from the Co & on the next day, the Co's CFO Stephen Markowski. (Had separated Jan. 12th, 2011).

    (Page 28 - 19)

    In leaving short of 12 months of being employed (both, I feel?), they do appear to have left on good terms, and had obviously clearly shown a kind of “Good Reason”, for their doing so.

    Any move to Canada would qualify them both, under “Good Reasoncondition (NYSE:C) [being that] the executive officer [is] being required to relocate his primary work location - - to a location that would increase the executive officer’s one way commute distance by more than fifty (50) miles.

    How far is Canada from San Francisco?

    < .... Further, Mr. Markowski and the Company agreed that the Company would make a severance payment to Mr. Markowski in the amount of $309,375 (less required withholdings and authorized deductions) representing nine months of Mr. Markowski’s base salary plus 75% of Mr. Markowski’s annual target bonus.

    In addition, the Company agreed to pay Mr. Markowski’s monthly health insurance premiums for his COBRA coverage as they become due covering the period from February 1, 2011 until the earlier of the date Mr. Markowski accepts other employment or October 30, 2011.

    The CFO Release Agreement also contains other terms and provisions that are customary in agreements of similar nature. >

    < ... Further, Mr. Brown and the Company agreed that the Company would make a severance payment to Mr. Brown - - - - in the amount of $137,500 (less required withholdings and authorized deductions) representing six months of Mr. Brown’s base salary plus one-half of Mr. Brown’s annual target bonus.

    In addition, the Company agreed to pay Mr. Brown’s monthly health insurance premiums for his COBRA coverage as they become due covering the period from February 1, 2011 until the earlier of the date Mr. Brown accepts other employment or July 31, 2011
    .>

    On page 17 we are told:

    < ..The Company also had severance agreements with Mr. Markowski and Mr. Brown providing that, in the event the Company experiences a “Change of Control” and within 12 months thereafter the executive officer’s employment is terminated without “Cause”- or, he resigns forGood Reason,” or if the executive officer’s employment by the Company is terminated - - - without “Cause” or he resigns for “Good Reason,” then the executive officer would receive a cash payment representing 6 or 9 months’ worth of his target cash compensation, depending upon his position with the Company, and the Company would pay on his behalf, health insurance premiums under COBRA for the same number of months after such a termination or resignation.

    These agreements are provided by the Company in order to attract and retain such named executive officers.

    The following benefits would be received in the event of such a termination or resignation of any of the Company’s named executive officers: (i) Mr. Markowski would receive a cash payment equal to 9 months’ worth of his then-current base salary and three-quarters of his target annual cash incentive bonus, and the Company would pay his health insurance premiums under COBRA for a period of 9 months after such a termination or resignation; and (ii) Mr. Brown would receive a cash payment equal to 6 months’ worth of his then-current base salary and one-half of his target annual cash incentive bonus, and the Company would pay his health insurance premiums under COBRA for a period of 6 months after such a termination or resignation. If an executive officer, including a named executive officer, is terminated for “Cause” at any time, or resigns without “Good Reason” at any time, that executive officer will not be entitled to any benefits under the change of control/severance policy.

    Accordingly, had the following named executive officers in service at the end of 2010 been terminated without “Cause” - - - or, resigned for “Good Reason” as of December 31, 2010 - - -  the following payments would have been received by such named executive officer according to the payment schedule set forth in his or her severance agreement:
                                           
    Name
               Salary
    Continuation
    ($)                  Bonus
    ($)                  COBRA
    Payments
    (# of
    months)      

    Eltinge Brown
               $75,000                   $ 62,500                         6      

    Stephen Markowski
               $206,250                   $103,125                         9      

    In addition, pursuant to these severance agreements, the stock options held by such named executive officers - -  are subject to accelerated vesting in the event of termination without “Cause” or resignation for “Good Reason” within twelve months following a Change in Control of the Company. In such event, all remaining unvested stock options will vest and become immediately exercisable.>

    On page 15...

    < 2)     Mr. Markowski received an option to purchase 150,000 shares upon becoming the Company’s Chief Financial Officer. The options vest over four years, with the first twenty-five percent vesting one year from the grant date, and the remainder vesting on a monthly basis in equal increments during the 36-month period following the initial vesting date, assuming no change in employment with the Company. Mr. Markowski also received a nonqualified stock option grant of 30,000 shares on May 22, 2009 that vest monthly over a 48-month period.

    Mr. Markowski left the Company on January 13, 2011.

    After his departure Mr. Markowski exercised all vested options under the May 22, 2009 grant all options under the September 4, 2008 grant expired on April 13, 2011. No options remain outstanding.

    (3)     Mr. Brown received an option to purchase 32,000 shares upon joining the Company. The options vest over four years, with the first twenty-five percent vesting one year from the grant date, and the remainder vesting on a monthly basis in equal increments during the 36-month period following the initial vesting date, assuming no change in employment with the Company. Mr. Brown received a refresher grant on May 10, 2010. The options vest over four years, with the first twenty-five percent vesting on March 3, 2011.

    Mr. Brown left the Company on January 12, 2011.

    After his departure Mr. Brown exercised all vested shares under his March 4, 2009 grant. - - - No options remain outstanding.>

    No doubt there sure are some 'interesting days ahead' for those who hold shares and that is almost a certain, I feel.

    LC

    ps; And Twitter?

    CANADA? Looksmart's Markowski & Brown Departed on the Best of Terms ='s tinyurl.com/4xo6mmw

    "Sorry! We did something wrong. Try sending your tweet again in a minute" ×

     

     

    Disclosure: Long LOOK patiently awaiting a flurry of announcements.
    .

    .
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