Monahan 01 Options (31 page)

Maybe Rick didn’t think the changes would be discovered so quickly by someone other than Ev. Maybe Rick would kill Jay next, I thought irrationally. Stop it. We have no proof that Rick killed Ev. The police are just questioning him.

I grabbed the phone and dialled Jay’s number. The machine kicked in right away and I slammed the phone down without leaving a message. I hadn’t spoken with Jay since this time last night. He hadn’t returned any of my calls. He must be really angry with me, I thought. I made a mental note to tell on him, next time I saw his mother. Rude. He was downright rude.

I wondered what he had done all day as I got undressed for bed. Probably slacking off and playing on the Internet. I missed him and was mad at him for not calling me. I stood in front of the mirror on my dresser and practiced a pout but decided the look didn’t suit me so I flicked off the light and crawled into bed.

My sleep started off with very pleasant dreams of Jay. And then I was back in the desert running around in circles looking for Ev and Jay.

I woke up in a sweat and was surprised that it was morning. I kicked off the duvet and let the cool air from the window wash over my body. I wondered if I could burn off calories while dreaming of running. Not a bad thought.

In spite of being awake, I still felt lost, and my chest felt hollow. I got out of bed and shuffled down the hall to my phone to check my voice mail at the office. I didn’t have an answering machine at home and deliberately left the phone at the point farthest from my bedroom so it wouldn’t disturb me. I wished now I had an answering machine. What if Jay had tried to call? I felt like a schoolgirl again, waiting for someone to telephone and ask me to the prom. There were no messages on my system at the office so I tried Jay’s number again. The machine was still on and I hung up the phone slowly.

“Well, fuck you Jay Harmon,” I said out loud. Fuck you and the horse you came in on.

I showered and dressed quickly and went to work.

TechniGroup made the front page of the paper that morning. They ran about a quarter of a column outlining the recent events and at the bottom of the column it was noted in bold print that there was a further story in the Business Section.

Wow, free press. You can’t buy publicity like this I thought. Dave Rowlandson and Tony Player were probably frantic at this point and would be huddled together charting out the damage control.

When something like this happened, where the press reiterated all the bad news, it was bound to have a continuing adverse affect on the stock price. My prediction came true when the stock opened down half a dollar.

The office was buzzing with speculation and the many employees who held stock through the employee stock purchase plan weren’t impressed with the latest slide in the price. In fact, not impressed understated the issue somewhat. If it was possible to have a mutiny in a corporation, I’m sure we would have had one on our hands that morning. I wanted to remind them all that they were shareholders and that they did have a voice. Collectively, their voices could be heard at the annual shareholders meeting. They weren’t dumb though. They all knew that their shares in total couldn’t make a difference when it was time to vote for the directors.

I closed my door and got to work on the stack of materials from Harold’s out-basket. I started at the top and worked my way through. Mostly mundane tasks. I saved the minutes of yesterday’s meetings for the last. Harold had been a busy little beaver because there were two full tapes of dictation. He must have been up all night dictating.

I ate at my desk and worked straight through staring at my phone every couple of minutes, willing it to ring. Jay still hadn’t returned my calls and I was starting to get a little worried. I tried his number again and when the machine kicked on, I hung up quickly.

I pulled the Dictaphone transcription machine closer to the side of my computer and plugged in the first tape. The machine was set to broadcast from the little speaker in the front because I couldn’t stand to wear earphones. I pushed the right hand side of the floor pedal to activate the machine and listened to Harold’s voice. He talked and I typed. His voice droned on through all the standard verbiage that appears at the beginning of all minutes of meetings. Who was present. Who chaired the meeting. The fact that the corporate secretary was present. Resolutions to approve the minutes of the last meeting. His voice droned on and I went into automatic. I found myself typing things before he said them. This must be what it’s like to work in a factory, I thought.

When he said, “New heading. Strategic Alliance with Morgenstern,” my ears perked up. This next part would be about Jack Vincent’s presentation. I wondered who the hell was Morgenstern? I’d never heard of a company by that name. It turned out to be a code name because Harold mentioned in the minutes that it was agreed by all directors to refer to the possible acquiror as Morgenstern. Typically, because of confidentiality, any time a deal was about to take place and either of the companies involved were a public company, code names for the companies were used, to guard against leakage of information that could possibly affect the public stock price. Envision very high-priced lawyers, sitting around an exquisite boardroom table about to enter into negotiations for a huge, takeover bid. First item on the agenda - what code names are to be used. By the time that issue was settled, the legal fees were into the six digits.

I typed along in automatic pilot and remembered reading a Herman Wouk novel when I was a young teenager. The girl’s name in the book was Morgenstern. Marjorie Morgenstern. It was a great novel about a Jewish girl in her late teens growing up in New York City. The name Morgenstern was Yiddish or German. And I remembered she had changed her name when she became an actress to Marjorie Morningstar. I couldn’t make any connection with the code name and I shook my head and tried to concentrate on what Harold was saying. I checked the computer and saw that I had typed two full pages and couldn’t remember doing it. I pushed the page up button on the computer and re-read everything I’d typed. Boring.

Everything so far in the minutes was non-committal. Generic stuff. The first side of the tape ended and I flipped it over. It was the start of the minutes of the compensation committee meeting. Harold talked. I typed. My fingers were working and I closed my eyes. I wondered if it was possible to be blind and be a dicta-typist. I typed along for awhile and checked what I had done. Not bad, but I’d definitely need a proof-reader.

I snapped out of my trance because Harold was talking directly at me on the tape.

“This next section Kate, covers the employment agreements. Can you please pull out the agreements for Chris Oakes, Tom James, Roger Smith, Roy Dunleavy and Patrick Hanks and draft amending agreements incorporating the changes I’m about to dictate here.” He continued on with the minutes.

The board had agreed to amend the employment agreements of the top executives by amending the change of control clause. I was familiar with it because it had been a disclosure issue a couple of years ago. Change of control happened when another party became the majority owner of the company’s shares. Each executive’s employment agreement had a clause covering termination of their employment due to a change in control. In other words, how the company would have to compensate the individual if there was a change of control and they lost their job. A majority shareholder was all it would take. Right now our largest shareholder was Larry Everly’s company and they held only 6% of TechniGroup’s shares.

Now why wasn’t I surprised? We
know
there’s going to be a change of control because someone, code-named Morgenstern, was knocking at the door. We also know that top executives usually lose their jobs in a takeover. So, let’s belly-up to the bar and cover our collective asses. Let’s make sure we get paid a shit-load of money to lose our jobs. This definitely sucks, I told myself.

I stopped typing and turned around to my desk, and pulled my notebook towards me where I made a note to amend the employment agreements and disgustedly turned back around to my machine. The clock at the bottom of the screen told me it was only three-thirty so I stopped for a cigarette break and started to feel depressed. These guys certainly have horseshoes up their asses.

I knew that if the takeover happened, Oakes would be walking around like a peacock. Bragging about how he had pulled it off and ‘won’ the game. It was all a game to him. When Chris had first started working at TechniGroup I was convinced that he wasn’t driven by personal gain. He couldn’t have been because he never seemed to care about the share price which stayed steady for a long time. After the aborted deal with the Germans fell through and the stock was on a rollercoaster, it didn’t seem to bother him. A hefty portion of his compensation package was tied to stock options and he’d never made a move to cash in on any of them. He had some very low exercise prices because his stock had been granted to him when the shares were trading at around $6.00. On paper he was a multi-millionaire. Well, he was last week before the stock took a shit, I thought with glee. This thought made me a little happier and I ground out my cigarette and got back to work.

I was even more depressed though a few minutes later when Harold dictated in the minutes that the board had approved the grant of 150,000 additional stock options to each of the senior executives. The exercise price would be the closing price of the shares on the date of grant. That was yesterday and the shares had closed at about $7.00. If a takeover bid was imminent, you could bet your sweet bippy that Morgenstern would be paying a little more than $7.00 a share.

I wondered to myself what would happen to stock options on a takeover bid. That area of the law was cloudy to me and I wasn’t sure if unexercisable stock options would be acknowledged and paid for in a takeover. The options granted yesterday wouldn’t become exercisable for one year.

The minutes of the directors meeting were a rehash of everything that had been discussed and approved at the two committee meetings. The only additional item was the appointment of Philip Winston the Third, to the position of Chief Operating Officer.

“Make sure you type his name in full Kate, with a comma and the roman numeral three,” Harold reminded me.

Harold droned on and I was surprised to hear that the board also appointed Winston a director to fill the vacancy created by Richard Cox’s resignation. I choked a little as I typed the word ‘resignation’. The board was happy to have Philip joining the team, blah, blah, blah. They approved the grant of 250,000 options to Winston and the exercise price was to be set on the date his employment agreement was signed.

Harold spoke at me again, “Kate, give me a copy of a standard executive employment agreement and I’ll fill in the blanks. It can wait until Monday.”

chapter forty-one

My eyes were glazing over and I was having trouble concentrating while I proofread the minutes of the meetings. I’ve never believed in the spell check feature on the computer because it always misses my glaring errors, like “there” instead of “their”, or “your” instead of “you’re”. Try and convince a tech-weenie who believes that the only thing a computer can’t do is breed, that the computer doesn’t have a brain. That’s why I made the big bucks. Proofreader extraordinaire.

My phone rang and I eagerly answered it, hoping for a break in the monotony.

“I have a favour to ask,” Harold said.

“Shoot.” I never understand why he asks for favours when he knows I’m here to work and I don’t care what I do. Sometimes I wished he’d ask me to pick up his dry cleaning because it would be an excuse to get out of the office. But Mr. Fair Didrickson would never ask anyone to do something he considered beyond the scope of their duties.

“I know it’s almost quitting time,” he said and I groaned inwardly. I couldn’t face working late tonight. “But I was wondering if you could attend at Rick Cox’s house and have him sign some documents. I know he lives near you and I thought on your way home… ” he trailed off.

Well that certainly answered one of the day’s mysteries. The police obviously hadn’t arrested Rick. “He’s at home and expecting me?”

“Yeah. I spoke with him earlier this afternoon. I’ve got the documents in here. I said someone would be there before six.”

I didn’t need any more encouragement to turn off my computer and pack it in for the day.

Rick Cox lived in an older home off Avenue Road in Rosedale, the richest residential area of Toronto. Lots of old money. And, lots of new money too because I knew of many executives and Bay Street lawyers who owned mansions in Rosedale and whose families certainly hadn’t started out there. The streets in the area were tree-lined and the houses were set well-back from the street. I cruised slowly down the street glancing at house numbers looking for the one that matched the address I had quickly scribbled on a piece of paper. I had been to Rick’s house only once before and that had been at night. I recognized the house and double-checked the number before I pulled into the empty driveway and parked my car. There was a garage at the far end of the driveway and the yard at the back of the house was fenced.

The house was a very formal, old colonial and large windows dominated the front. The walkway which ran parallel to the front of the house was long, and paved with red, interlocking brick in a circular pattern. The sharp heels on my pumps slipped between the cracks of the bricks a couple of times. The third time it happened the heel stuck in the crack and I stepped right out of my shoe. I cursed as I bent over in a most lady-like fashion and yanked on it and cursed again when the lift on the heel came off and exposed the steel tip of the heel. I couldn’t find the piece when I tried to stick my finger between the crack in the bricks. Great, I thought.