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Commitments and Contingencies and Related Party Transactions
12 Months Ended
Jun. 30, 2019
Commitments and Contingencies and Related Party Transactions  
Commitments and Contingencies and Related Party Transactions

16.         Commitments and Contingencies and Related Party Transactions

Severance Arrangements

Pursuant to the terms of the employment agreements with our Chief Executive Officer, Chief Financial Officer and other senior employees, employment may be terminated either by the respective employee or by the Company at any time.  In the event an agreement is terminated by us without cause, or in certain circumstances terminates constructively or expires, the terminated employee will receive severance compensation for a period from six to 12 months, depending on the employee, and bonus severance. Additionally, if terminated, our Chief Executive Officer, Chief Financial Officer and certain other senior executives will be entitled to COBRA continuation coverage under the Company’s hospitalization and medical plan for the 12-month period following termination.  At June 30, 2019, the maximum contingent liability under these agreements was $1,062,000.

In February 2019, the Company entered into a management agreement (as amended, the “Management Agreement”) with CIDM LLC (“CIDM” or the “Asset Manager”) under which CIDM will provide consulting services and advice to the Board of Directors and the Company’s management regarding asset allocation and acquisition strategy.  CIDM exclusively manages the Company’s portfolio of publicly-traded investments in order to better position the Company to increase its return on assets.  CIDM is an affiliate of the Company’s largest stockholder, JDS1, LLC.  Under the terms of the Management Agreement, in addition to a quarterly cash payment to compensate CIDM for expenses incurred in connection with providing these services, the Company pays for these services through the issuance of cash-settled stock appreciation rights (“SARs”).  Based on the terms of the SARs and the Management Agreement, CIDM may not exercise the SARs unless there are certain qualifying changes of control of the Company (which does not include any change of control related to the stock ownership of CIDM or its affiliates).  CIDM and its affiliates will be subject to standard trading restrictions and standstill provisions while the Management Agreement is active.  The Company issued 79,482 SARs during our fiscal year 2019 and, based upon the Company’s total assets as of June 30, 2019, we expect to issue an additional 83,299 SARs to CIDM during the first quarter of our fiscal year 2020.  The contingent liability associated with this cash-settled SAR commitment is dependent on certain change-of-control events and is not limited.