Commitments and contingencies |
Jul. 09, 2020 |
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| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and contingencies | Commitments and contingencies Operating Lease Obligations
We lease office space and warehouse facilities under various lease agreements which expire through February 2026. Total rent expense for the years ended December 31, 2021 and 2020 amounted to $802,409 and $740,577, respectively. See Note 13. "Leases" for further discussion.
Guarantees
We guaranteed certain obligations of a former subsidiary of ADGE, EuroSite Power Inc. These guarantees include a payment performance guarantee in respect of collateralized equipment financing loans, with a remaining principal amount outstanding subject to the guarantee. In October 2021, the loan was paid in full. We have no further obligation to Eurosite Power Inc. under this guarantee.
In connection with the sale of energy producing assets, we made certain guarantees to the purchaser as discussed in Note 6. "Sale of Energy Producing Assets and Goodwill Impairment." On February 16, 2022, we received the excess payment for the year 2021 from the purchaser. Based upon an analysis of these energy producing assets expected future performance, as of December 31, 2021 we do not expect to make any material payments under the guarantee.
Change in Control Severance Benefit Plan
On July 9, 2020, our compensation committee of the board of directors adopted the Tecogen Inc. Change in Control Severance Benefit Plan ("Plan"). The Plan provides for up to 12 months of severance benefits for certain of our key management employees who are selected as plan participants by the plan administrator and who have executed a Change in Control Severance Benefit Plan Participation Notice. On July 9, 2020, Robert A. Panora, our President and Chief Operating Officer, and John K. Whiting, IV, our General Counsel and Secretary, were each designated as participants in the Plan, and on July 20, 2020, effective as of July 15, 2020, Mr. Benjamin M. Locke was identified as a participant in the plan.
Under the Plan, upon the occurrence of certain termination events following a change in control of the Company, the executive participants would receive cash severance payments equal to 12 months’ salary and bonus payments, continuation of certain health benefits, the acceleration of bonus awards, and immediate vesting of outstanding unvested options (including performance options) to acquire our common stock. The severance payments are required to be paid in a single lump sum. The Plan has a term of three years and will automatically extend for successive additional one-year terms unless we provide written notice at least six months in advance of a then current term.
An executive will be entitled to severance under the Plan only if there has been a “Change in Control” of the Company and the termination of employment or service occurs during the period that is three months prior to and 18 months following a change in control of the Company. Also, a participant's employment with the Company must be terminated by a participant for “Good Reason” or be an “Involuntary Termination Without Cause” by the Company, as those terms are defined in the Plan. In order to be eligible to receive severance benefits under the Plan, an executive must comply with the terms of the Plan, including the release and non-revocation of claims in favor of the Company and certain confidentiality, non-compete, non-solicitation, and non-disparagement covenants during and following termination of employment. The Plan will be administered by the compensation committee of the board of directors (or by the full board of directors or such other committee as the board may designate).
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