Myth--I couldn't find Morgan's original agreement in the filings, but below is the language from Vincente's whose agreement may be more generous as he was senior. It looks like you're correct that a parachute isn't automatically triggered upon change of control--only if he's terminated, has a pay cut or is demoted within one year of the change of control.
e) Change of Control Termination. If (a) there is a Change of Control at the Company (defined as (i) the acquisition of all or a majority of the outstanding voting shares of the Company by a new person, (ii) the acquisition of all or a majority of the assets of the Company by a new person, (iii) the merger of the Company with another person, or (iv) the election of a majority of directors to the Board of Directors of the Company who are not persons who were nominated for election by a majority of the then existing Board of Directors (e.g. were not on the Management slate of nominees for election); and (b) the Employee’s employment is terminated by the Company, or employee’s compensation is reduced from its then current level or employee’s responsibilities are reduced or downgraded (each of such events hereinafter referred to a “Triggering Event”), and which Triggering Event occurs within one year after such Change of Control; then the Company shall pay to the Employee a Termination Bonus in the form of a lump sum cash payment in an amount no less than the total of the highest annual salary plus bonus amount set forth in this Agreement multiplied by two (2). The Termination Bonus shall be paid as a lump sum within thirty (30) days of the Triggering Event.
(f) Termination, with No Change of Control; Termination after the
Change of Control Period Has Lapsed. Where there has been no change of control or when the one (1) year period following a Change of Control has lapsed, in the event Employee is terminated by the Company without cause, the Company shall pay Employee an amount equal to all compensation paid by the Company to the Employee for the 24 months preceding the termination, including Employee’s salary, equity, bonus, stock options and other compensation that were received by Employee, which said termination bonus shall be paid monthly, in equal installments, over the 24-month period following termination. Any salary and bonus that Employee elected to take in stock in the prior 24-month period will be calculated as if the Employee was paid the value of such stock in cash. In addition, during this 24-month period, Company shall keep Employee on Company’s health plan, on the same terms as before the termination. In the event the Company terminates Employee for cause, as determined by vote of the disinterested directors of the Board of Directors, Employee shall not be entitled to such compensation, though a severance may be paid by Company to Employee as deemed appropriate by the Board of Directors, other than Employee. For purposes of this paragraph, “Cause” shall be defined as failure to exercise duties of care, diligence, loyalty and any other duties applicable to officers of corporations incorporated in the state of Florida, and shall also include (i) an intentional act of fraud, embezzlement, theft or any other material violation of law that occurs during or in the course of Employee’s employment with the Company; (ii) intentional damage to the Company’s assets; (iii) intentional disclosure of the Company’s confidential information contrary to Company’s policies; (iv) breach of Employee’s obligations under this Agreement; (v) intentional breach of the Company’s policies; (vii) the willful and continued failure to substantially perform the required duties (other than as a result of incapacity due to physical or mental illness); or (vi) willful conduct by Employee that is demonstrably and materially injurious to the Company, monetarily or otherwise. An act, or a failure to act, shall not be deemed willful or intentional, as those terms are defined herein, unless it is done, or omitted to be done, by Employee in bad faith or without a reasonable belief by Employee that his action or omission was in the best interest of the Company. Failure to meet performance standards or objectives, by itself, does not constitute Cause. If Employee terminates this Agreement, no such compensation described in this paragraph shall be available to Employee.
