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Insider Trading Arrangements | 3 Months Ended | 9 Months Ended
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Sep. 30, 2024 | Sep. 30, 2024
Insider Trading Arr Line Items |  |
Material Terms of Trading Arrangement [Text Block] |  | ITEM 5. Other Information Effective November 4, 2024 (the “Effective Date”), the Company amended its employment agreements with Jake Himelstein and Dominic Leide, and in connection with the amendments, granted each of them shares of restricted stock. The amendments to both employment agreements, dated July 1, 2021, (1) extend the term of employment to December 31, 2027, (2) provide for an initial annual salary of $400,000 beginning on January 1, 2025, (3) replace the existing bonus plan, (4) solely with respect to Mr. Himelstein’s employment agreement, removes the Company’s obligation to provide annual contributions to a life insurance deferred compensation plan, (5) add a new sale compensation provision, (6) provide that the Company may terminate employment without cause with 30 days’ prior written notice, (7) beginning January 1, 2027, reduce severance payable upon a change of control, resignation for good reason or termination without cause to 100% of the executive’s highest total annual compensation over a three year period, (8) require that the executive provide the Company with an opportunity to cure prior to permitting a resignation for good reason, (9) revise the restrictions on competition, and (10) solely with respect to Mr. Leide’s employment agreement, change the notice of termination period to six months. The new bonus plan for each executive is effective as of January 1, 2025, and entitles the executive to a non-discretionary incentive bonus for each of 2025, 2026 and 2027 equal to 2.5% of (a) the EBITDA of the Branded Product segment (for Mr. Himelstein) or of The Office Gurus, LLC and certain affiliated entities (for Mr. Leide) and of any other division or entity added to the executive’s responsibility during the applicable year, plus (b) any expense from contingent liabilities, plus (c) the accrued annual incentive bonus for the executive, minus (d) any income recognized from adjustments to contingent liabilities from acquisitions made by the Branded Products segment (for Mr. Himelstein) or by The Office Gurus, LLC and certain affiliated entities (for Mr. Leide) and by any such other division or entity, minus (e) for any acquisition(s) that closed between the Effective Date and December 31, 2027, inclusive, 80% of the greater of (i) the projected amount of acquired EBITDA that is expected to be achieved over the 12 months starting with the date that the acquisition closed, as determined by the Company, or (ii) the trailing 12-month EBITDA of the entity from which the acquired assets and/or equity were purchased as of the date that the acquisition closed, as determined by the Company (in the case of (i) and/or (ii), prorated during the fiscal year in which the acquisition closed based on the amount of time from the closing of the acquisition through the end of that fiscal year). The amendment adds a sales compensation provision that if the Company sells to an unaffiliated entity all or substantially all of the assets or equity of one of its subsidiaries and/or divisions that is not part of the executive’s direct area of responsibility and with the proceeds from and within ninety (90) days after that sale pays a special dividend to its shareholders, the Company must within ninety (90) days after December 31, 2026 pay the executive an amount equal to the product of (x) the per share amount of that special dividend times (y) the number of Performance Shares granted to the executive pursuant to the executive’s Performance Shares Agreement, dated July 1, 2021 (“PSA”) that are unvested as of the date the special dividend was paid and that vested as of the vesting date (as defined in the PSA). In connection with the amendments, the Company also awarded shares of restricted stock to Messrs. Himelstein and Leide effective on the Effective Date. Mr. Himelstein was granted 100,000 shares of restricted stock and Mr. Leide was granted 25,000 shares of restricted stock. The awards were made under the Company’s 2022 Equity Incentive and Awards Plan (the “2022 Plan”). The shares of restricted stock vest on the third anniversary of the grant date, unless the executive has been terminated for cause or has resigned without good reason. Unvested shares of restricted stock carry full voting and dividend rights, but are forfeited upon a termination for cause or resignation without good reason, as such terms are defined in the restricted stock agreement. The shares of restricted stock subject to the award vest immediately upon a change of control, as defined in the 2022 Plan.
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