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Subsequent Events
12 Months Ended
Dec. 31, 2012
Subsequent Events [Abstract]  
Subsequent Events [Text Block]

Note 15 – Subsequent Events

 

Executive Management Restructuring

 

Effective January 11, 2013, DCT terminated its Chief Executive Officer (“CEO”) and its President. In connection with the termination, DCT entered a severance agreement with its former CEO whereby DCT agreed to pay nine months’ severance and medical premiums totaling $242,000. Although DCT offered its former President a severance package, an agreement was not executed. During March 2013, DCT received a letter from its former President requesting additional severance and the intent to seek damages in California state court if a severance settlement cannot be reached. DCT believes the former President’s claims are without merit. Total severance payments were expensed in January 2013.

 

Effective January 11, 2013 DCT’s former CEO resigned from the Board of Directors.

 

Effective January 14, 2013, DCT entered into an employment agreement (“Employment Agreement”) with its new CEO. The Employment Agreement provides for an initial term of one year, an annual base salary of $250,000, an annual bonus at the discretion of DCT’s board of directors, and a change of control bonus of $175,000. In connection with the Employment Agreement, DCT granted its new CEO 3,200,000 options at an exercise price of $0.17 per share. One fourth of the options vest and become exercisable on each of the following dates: June 30, 2013, December 31, 2013, June 30, 2014, and December 31, 2014. In certain instances, including but not limited to a change in control, the vesting schedule accelerates.

 

Approval of New Option Plan

 

On January 14, 2013, DCT’s Board of Directors approved the adoption of the 2013 Stock Option Plan (“2013 Plan”). The 2013 Plan has not been approved by DCT stockholders. The 2013 Plan generally provides for the grant of either qualified or nonqualified stock options to officers, employees, directors and consultants at not less than 85% of the fair market value of our common stock as of the grant date. The maximum number of options that can be granted under the 2013 Plan is 3,500,000.

 

Stock Option Grants to Employees

 

On March 20, 2013 the Company’s board of directors granted an aggregate of 750,000 options to certain employees of the company. The options are exercisable for a period of ten years from the date of grant at an exercise price of $0.12 per share and vest as follows: one-third on March 20, 2014, one-third on March 20, 2015 and one-third on March 20, 2015.