Re Management shares and LT plan, as discussed, for Will and Andreas:
1. For risk management purposes, the transaction will form 2 new entities, one in Thailand and 1 in Singapore, to which all the assets in play for TMT operations (IP assets, physical assets, brand, etc.) will be transferred;
2. As part of the overall transaction and in order to get common tax advantage, Will and Andreas would receive their shares of the new company at the full amount of expected ownership (ie no holdback) at 9.9% and and 4.9% respectively; (Contract being worked by ILO, Will and Will E.)
1. These shares will vest fully into class B shares (ie pay full cash dividends) at the end of 2 years provided Will and Andreas don’t quit or leave on their own.
3. Will will be named to the Board of the new Thailand company, and also be named EVP, International Operations in order to spearhead all the international location, brand, etc development. We need his leadership here.
4. Andreas will be named as a Director, Marketing, and keep his ongoing role in driving web and design (we expect over time to need some additional O/S personnel as we expand, and we expect Andreas to step up, manage the vendors and the overall online direction we take as we expand;
5. We will conduct a mass, global press release stating the same, and positioning the “international growth” of TMT; we will send Will (and possibly Clay or I), on a brief international “press junket” that we will also try to organize -> discuss growth areas, international expansion, and the development of a companion TMT “fitness brand”.
The plan is to build a world-class team, a we expect Will and Andreas to be a long-term part of that in key roles that match their talents and passion.
Their ideas are also needed, the best teams know that no one has a monopoly on good ideas, as well as how to distill and prioritize the best ideas to common goals. This isn’t a cake walk, there’s no free lunch, and we will stretch them in new directions, but we also believe that they are up for the growth challenge. Its goingto be a 2-3 year sprint ahead…full-tilt boogie. All hands on deck.
I encourage you to share this with them. Its understandable in any transaction that incumbent management has normal concerns about the future. As long as they aren’t cowboys running off and doing crazy things, this will be the best thing to happen to all of us. What is desired is a ripple-free transition (which it can and should be), and them hitting the gas pedal.