Mr. Bordynuik's above-cited email came two days after another email he wrote to Plaintiff on this same subject which makes it even clearer that Mr. Bordynuik acted beyond the scope of his duties in personally soliciting Plaintiff's employment:
---------- Forwarded message ---------- From: John Bordynuik <john@johnbordynuik.com> Date: Thu, Jan 28, 2010 at 11:52 AM Subject: Re: Contract To: Michael Kaplanis <michael.kaplanis@gmail.com> Cc: Geoff Weber <gweber@bayshorebroadway.com>
Hello Mike, . . .
I will provide the agreement I used for Jacob and Ron Kurp. The stock is coming from my holdings so the exchanges can't get funny about it. It is 500k out of my pocket so I am dealing with Gregg on the agreement.
My concern is how to deal with the employee stock option plan and salary. Cash salaries hit the bottom line hard and don't look like value-based management. The SEC created S-8 stock (or options) stock to allow a growth company to grow without having to pay exec salaries because the S-8 stock can be sold into the market as cash.They are securities registered for sale the moment I file it. They have been abused in the past so the SEC looks at these closely which will then in turn cause a greater flurry of requests to come from FINRA and the SEC.
Our problem at this time is how implement a stock option plan without creating precedents I can't support. Baldwin is a prime example with "salary in escrow". He has no stock though...
I appreciate your research on the matter and I am looking into how we can compensate everyone and include room for new execs. If we can hammer a plan out then I believe it will work.
Do you have time this afternoon do discuss how we can accomplish this with you & everyone else? I would like to bring you on board ASAP.
(See, Ex. "A" at ¶ 4) (redacted above for the sake of brevity) (emphasis added).
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