Commitments, Contingencies and Other | 13. Commitments, Contingencies and Other a) On January 15, 2010, the Company completed the sale to The Merit Group, Inc. (Merit) of all of the issued and outstanding stock of the Company's wholly-owned subsidiary, Five Star Products, Inc., the holding company and sole stockholder of Five Star Group, Inc., for cash. On or about May 17, 2011, Merit filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of South Carolina. On or about December 14, 2011, the Official Committee of Unsecured Creditors of TMG Liquidation Company (formerly known as The Merit Group, Inc.) filed in that court an adversary proceeding against the Company (the Avoidance Action). The Avoidance Action sought, among other things, to avoid and recover the consideration paid by Merit to the Company for the purchase of Five Star Products, Inc. from the Company under the Stock Purchase Agreement, dated November 24, 2009 (the Agreement), as a constructive fraudulent transfer under sections 548, 550, and 551 of the Bankruptcy Code. On August 2, 2013 the Company entered into the settlement agreement, and during the year ended December 31, 2013, the Company recorded a loss in discontinued operations of $ 2,375,000 525,000 b) Pursuant to his Employment Agreement, Mr. Peter Donovan serves as Chief Executive Officer of Winthrop, commencing upon the Closing Date of the Merger. Mr. Donovan's Employment Agreement provides for a term of five 300,000 200,000 Under their respective Employment Agreements, the three other key executives are serving as Senior Managing Directors of Winthrop. Their Employment Agreements each provide for a term of three three key executives were informed that their contracts would not be automatically renewed. Each of the other 250,000 114,000 2.00 114,000 28,500 c) The Company has a call right to acquire any shares of Company common stock held by the four key executives of Winthrop received as merger consideration who terminate employment without good reason prior to the third anniversary of the Closing Date, at a purchase price per share equal to the fair market value of Company common stock as of the date of the notice of the exercise of the call right. d) On July 1, 2014, Winthrop, pursuant to the terms of its Milford facility lease, gave eight months' notice to their landlord to terminate their lease in Milford, Connecticut. In August 2014, the Company entered into a five year sublease in Greenwich, Connecticut for 10,000 61,000 240,000 248,000 255,000 196,000 e) On September 26, 2014, the Connecticut Department of Energy and Environmental Protection (DEEP) issued two Orders requiring the investigation and repair of two dams in which the Company and its subsidiaries have certain ownership interests. The first Order requires that the Company investigate and make specified repairs to the Acme Pond Dam located in Killingly, Connecticut. The second Order, as subsequently revised by DEEP on October 10, 2014, requires that the Company investigate and make specified repairs to the Killingly Pond Dam located in Killingly, Connecticut. The Company has administratively appealed and contested the allegations in both Orders. As the administrative appeal of both Orders is in its early stages, it is not possible at this time to evaluate the likelihood of, or to estimate the range of loss from, an unfavorable outcome. |