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Message: No takeover? Then explain this

No takeover? Then explain this

posted on Dec 11, 2009 05:51PM

from the proxy! Just an example but why put it in the proxy? This is all unbelievable to me and then again it is not unbelievable based on past experience. So much out in the open for people to see and yet people don't see it. For example the GSA goverment contract award on the internet in March but not revealed by the company until late April. I found the proxy on the PTSC website not out in the open but buried in the details. It was there since Dec. 8th and filed with the SEC as I see it now. Too bad I was waiting for the snail mail. So here is the part from the proxy that makes me think a takeover of some sort is going to happen. It doesn't mean it is going to happen, but it is strange to me to put this in the proxy:

Potential Payments on Termination or Change in Control

As stated in the Employment Contracts section above, Mr. Flowers is entitled to severance payments should he be terminated without cause or resign for good reason as specified in the Flowers Agreement.

In order to be entitled to the severance payments, Mr. Flowers must sign a separation agreement which includes a general release of all claims and a non-disparagement agreement. Payments are to be made by us according to our payroll schedule for a minimum period of six months.

The table below estimates the amounts payable upon a separation as if Mr. Flowers were separated on May 31, 2009.

Severance Payment Estimates

May 31, 2009

Name

Severance Pay ($)

Severance Payable Through

Clifford L. Flowers

115,875

11/17/09

Mr. Flowers is entitled to a change in control payment should the surviving company not retain him after a merger or acquisition, additionally all of his unvested stock options vest and become exercisable as of the date of the change in control. A lump sum payment is to be made by us to Mr. Flowers as specified in the Flowers Agreement.

The table below was prepared as though a Change in Control occurred and Mr. Flowers’ employment was terminated on May 31, 2009.

Change in Control Payment Estimate

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