Another "optically" discouraging move. Capper gets 500,000 options to buy at $6.56 (fair enough)...but they vest 125,000 on the 1st anniversary, 125,000 on the 2nd etc...He also got 60,000 RSUs which seem to be subject to acceleration for termination due to certain transactions...but the big money is in the 500,000 options and thus he has minimal incentive to sell the company this year for big $$. The longer he waits and builds the company and hopefully makes it more profitable and worth a higher price, the more he makes....based on the vesting rate of those options. If he sells the company in 3 years and one day at $16.56 he makes $5mm. If he sells the company tomorrow for $16.56 he MAY get a chunk of the 60,000 RSU's...but clearly not a huge sum at all. Don't like that; was hoping he would be incented to sell the company sooner rather than later.
I agree that no one would pay $16.56 today, but the HAVE cleared up the most dangerous lawsuit (although they still have one from BioTel.) If there is any positive news on the reimbursement front in the next year, then any rate increases will drop right to the bottom line, so there is some upside and many people in this "space" who would like a customer base, product line and distribution channel they offer. I could see this being worth $16.56 over a 3-5 year period, which would make any shareholder insanely happy. In fact, given today's closing price, $8 over 4-5 years would give you about 15% p.a. compounded.
You are 100% correct. I have gone back and read the entire employment agreement and see that it states:
3.4.3 Notwithstanding any provision of this Section 3.4, the Equity Plan, or any equity award agreement to the contrary, if a Corporate Transaction (as defined below) occurs while Executive is in the Continuous Service of the Company, all outstanding equity awards granted (including, but not limited to, the equity grants referenced in Sections 3.4.1 and 3.4.2) to Executive prior to the date of a (i) Corporate Transaction (ii) termination Without Cause or (iii) termination with Good Reason shall accelerate such that all such awards shall be deemed fully vested and immediately exercisable (to the extent applicable) as of such event.