Peter Weigand Resigns as a Director of Commerce Energy Group, Inc.
November 23 2005 - 9:24AM
PR Newswire (US)
Company Enters into Settlement Agreements with Former Officers
COSTA MESA, Calif., Nov. 23 /PRNewswire-FirstCall/ -- Commerce
Energy Group, Inc. (AMEX:EGR), the largest non-utility-affiliated
retail energy marketer in the U.S., announced today that Peter
Weigand submitted his resignation from the Board, effective
November 17. 2005, to pursue other interests. Steve Boss, the
Company's chief executive officer stated "the Company wishes Peter
well in his future endeavors." The Company also announced today
that on November 17, 2005 it entered into a settlement agreement
and general release with each of Mr. Weigand and the Company's
former Senior Vice President and Chief Financial Officer, Richard
L. Boughrum. Those agreements will become effective on the eighth
day after their execution. Under the terms of the settlement
agreement with Mr. Weigand, the Company will pay to Mr. Weigand a
lump sum settlement payment of $566,666.67 in April 2006. In
addition, Mr. Weigand agreed to sell all 1,114,479 shares of the
Company's common stock held by him to the Company (994,4790 shares)
and two of the independent directors of the Company (120,000
shares) at a price of $1.50 per share. Payment by the Company shall
be made in several installments, the first installment,
representing one half of the amount, is due one business day after
the effective date of the agreement, and the other half of the
payment shall be made pursuant to a promissory note to be paid in
five equal monthly installments commencing in December 2005. In
connection with the purchase of his stock , all 600,000 of Mr.
Weigand's stock options will be cancelled. Under the terms of the
settlement agreement with Mr. Boughrum, the Company will pay to Mr.
Boughrum a lump sum settlement payment of $495,833.33 in April
2006. In addition, Mr. Boughrum agreed to sell all 300,000 shares
of the Company's common stock held by him to the Company at a price
of $1.50 per share. Payment by the Company shall be made in several
installments, the first installment, representing one half of the
amount, is due one business day after the effective date of the
agreement, and the other half of the payment shall be made pursuant
to a promissory note to be paid in five equal monthly installments
commencing in December 2005. In connection with the purchase of his
stock, all 500,000 of Mr. Boughrum's stock options will be
cancelled. The above-referenced lump sum settlement payments to be
made to Messrs. Weigand and Boughrum in April 2006 pursuant to the
Settlement Agreements replaces the monthly severance payments which
otherwise would be made under their respective Employment
Agreements. Under the Settlement Agreements, each of Mr. Weigand
and Mr. Boughrum, and the Company agreed to mutual general releases
of claims that the parties may have against each other. The Company
also entered into a settlement agreement and general release with
Eric Alam, Senior Vice President of Sales of the Company and
Commerce Energy, Inc. on November 17, 2005. Mr. Alam decided to
voluntarily resign, effective December 1, 2005. Mr. Alam agreed to
sell to the Company all of his 174,926 shares of stock for $1.50
per share to be paid in two equal installments, the first
installment due one business day after the effective date of his
agreement (i.e., the eighth day after the execution) and the second
on the first business day after 90 days after the first payment was
made. In connection with the purchase of his stock, all 133,000 of
Mr. Alam's stock options will be cancelled. The Company announced
that Mr. Thomas L. Ulry, Senior Vice President of Operations, has
assumed the position of Senior Vice President of Sales and
Operations. Reporting to Mr. Ulry, Ms. Catherine A. Sullivan, Vice
President of Commercial and Industrial Sales for Commerce Energy,
Inc., has assumed responsibilities for all Direct Sales channels.
Additionally, Mr. Andrew V. Coppola, Vice President of Gas Supply
for Commerce Energy, Inc. has assumed responsibility for all of the
Company's natural gas and electricity Energy Supply Operations as
well as the electricity and natural gas Pricing and Structuring
function. Mr. Weigand, Mr. Boughrum and Mr. Alam, each have
customary statutory rights under the Older Workers Benefit
Protection Act which permits each of them to revoke portions of
their settlement agreements. If a party revokes such portions of
the settlement agreement, the options shall not be cancelled, the
Company will have no obligation to pay the severance amounts
discussed above with respect to Messrs. Weigand and Boughrum
(although Messrs. Weigand and Boughrum would then be entitled to
the severance payment as provided in their respective Employment
Agreements) and the Company will have no obligation to purchase the
shares of common stock relating to the respective settlement
agreements. Finally, on November 17, 2005, the Company entered into
an Agreement and Release with Mr. Weigand, Mr. Alam and two
employees of the Company's Skipping Stone Inc. subsidiary
(collectively, the "Shareholders") relating to 322,215 shares of
common stock of the Company which were retained in an escrow
account relating to a post-closing adjustment regarding the
Company's acquisition of Skipping Stone Inc. in April 2004.
Pursuant to the Agreement and Release, all 322,215 shares were
distributed to the Shareholders. For more information regarding
each of the above-referenced transactions, please refer to the
Company's Current Report on Form 8-K filed with the U.S. Securities
and Exchange Commission on November 23, 2005. About Commerce Energy
Group, Inc. Commerce Energy Group, Inc. (AMEX:EGR) is a leading
independent U.S. electricity and natural gas marketing company,
operating through its wholly- owned subsidiaries, Commerce Energy,
Inc. and Skipping Stone Inc. Commerce Energy, Inc. is a FERC
licensed unregulated retail marketer of natural gas and electricity
to homeowners, commercial and industrial consumers and
institutional customers in ten states. Skipping Stone is an energy
consulting firm serving utilities, pipelines, merchant trading and
technology companies. For more information, visit
http://www.commerceenergygroup.com/. DATASOURCE: Commerce Energy
Group, Inc. CONTACT: Michael Nelson, Investor Relations of Commerce
Energy Group, Inc., +1-714-259-2593, or Web site:
http://www.commerceenergy.com/
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