GLOBALOPTIONS GROUP, INC. New York, NY 10019
EXHIBIT
10.2
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Xxxxxxxxxxx Xxxxx 00xx Xxxxx
Xxx Xxxx,
XX 00000
May 13,
2010
Xxxx
Xxxxxxx, CFO and E.V.P. Corp. Dev.
00
Xxxxxxxxxxx Xxxxx
00xx
Xxxxx
Xxx Xxxx,
XX 00000
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Re:
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Your
Employment Agreement dated July 30, 2007 and amended August 13, 2009
(collectively the “Agreement”; capitalized terms used herein without
definitions have the meanings specified in the
Agreement)
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Dear
Xxxx:
This
letter is to modify and clarify the Agreement, effective as of the date written
above. Accordingly, the following modifications and clarifications
are made to the Agreement:
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1.
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The
parties hereby acknowledge that the current term of your employment was
extended to January 31, 2012 by the operative provisions contained in
Section 1 of the Agreement, subject to earlier termination, amendment or
automatic extension as contemplated therein. Accordingly, Section 1 is
amended and restated as follows:
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“The
Company hereby agrees to continue to employ you (“you” or the “Employee”) as its
Chief Financial Officer, Executive Vice President of Corporate Development,
Treasurer, and Secretary and you hereby accept such continued employment with
the Company, upon the terms set forth in this Agreement. The Company has
determined to examine the sale of a portion of its assets and in doing so may
require you to refocus your responsibilities with the Company to accomplish
such. The Company and you agree, that in the event the Company sells
substantially all of its assets (further defined herein), you will not elect to
terminate this Agreement under Section 6A and thereafter will continue your
employment (subject to the terms of this Agreement) and devote the necessary
working time and efforts to the business of the Company, and the Company accepts
and supports your participation in the non-Company activities, as set forth in
Exhibit A attached hereto, as well as future non-competitive activities.
Notwithstanding the Term in effect immediately prior to the date of the Sales
Event (as defined below), the Term of this Agreement shall continue until
eighteen (18) months from the date of such Sales Event. For purposes of this
Agreement and this Section 1, "substantially all of the assets of Company" shall
mean upon the Company selling assets (including the stock of a subsidiary) that
constitutes a sale and closing of two of its four divisions, and the sale of one
or more of such two divisions requires the approval of the Company’s
shareholders (the “Sales Event”). For the sake of clarity, the occurrence of a
Sales Event will constitute a Change of Control for purposes of this Agreement.
The Company has the option to continue the Term beyond the eighteen (18) month
term from the date of the Sales Event, on a month to month basis, under the same
terms and conditions. Notwithstanding anything to the contrary contained herein,
the change in the Employee's working time and efforts described above after a
Sales Event is not intended to constitute a “separation from service” as defined
in Section 409A of the Code.
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2.
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Section
2 shall be continued as in the previous year, by modifying Section 2 as
follows:
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Salary; Retention
Arrangement. (a) Effective as of January 1, 2009 and for
twelve (12) months after the Sales Event (“Post 12 Month Period”) the Company
shall pay you a base salary per month of $31,250 and all other payments and
benefits provided for in the Agreement, including Section 4 hereof at a level
equivalent to the level in effect on the date of the Letter Amendment (the
“Amendment”) dated May —, 2010 (as it may be increased (but not decreased) in
the discretion of the Compensation Committee, “Base Salary”). Given that your
duties are intended to diminish after the Post 12 Month Period, for the period
of six (6) months after the Post 12 Month Period, you shall receive a base
salary per month of $15,000 and all other payment and benefits provided in the
Agreement, including Section 4 hereof at the level described above (the
“Benefits”). In addition to the Base Salary, you shall receive a performance
bonus in the amount of $150,000 of which one half shall be payable at the date
of the Sales Event and the remaining one half payable three months from the date
of the Sales Event. Additionally, during the eighteen month period following the
Sales Event, the Company agrees to maintain an office for the Employee’s use
with appropriate levels of staffing and professional services to continue the
effective operation, or winding down, as applicable, of the Company during this
period.
(b) In
addition to the foregoing, as an inducement for you to remain in the employ of
the Company, you shall earn a cash bonus upon the final sale and
closing of the fourth division of the Company in the amount of $250,000, payable
one half ten days after the sale of the fourth division and the remaining one
half at the end of the Term of this Agreement. Notwithstanding anything
contained in this Agreement, upon a termination of employment without Cause or
for Good Reason (which Good Reason shall not include the closing of a Sales
Event, but includes a Change of Control other than a Sales Event) or as a result
of death or Disability prior to the end of the eighteen month period following
the Sales Event, you shall receive the salary and Benefits through the end of
the eighteen month term; with the cash portion being paid in a lump sum within
thirty days of termination, subject to Section 26. In addition, if an
asset purchase agreement (or similar agreement) has been signed which, if
consummated, would constitute a Sales Event and your employment is terminated
without Cause prior to its consummation, you will be entitled to these payments
if such Sales Event occurs or another Change of Control occurs within 6 months
of the date of termination. Such cash amounts will be paid to you within thirty
days of the Sales Event or Change of Control, subject to Section 26. The non
cash Benefits will be provided for the period that would have applied on the
date of termination, but will commence on the date of the Sales Event or Change
of Control. Additionally, the Employee will receive the cash retention bonuses
described in subsection (a) above and this subsection (b) within 30 days of the
date of termination, subject to Section 26.
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3.
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The
bonus program described in Section 3.Annual Bonus shall continue
consistent with past practice and the following sentences shall be added
at the end thereof:
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Annual
Bonus. In the event there is a Sales Event, the Bonuses shall
be prorated to the date of the Sales Event calculated based upon the Targeted
Performance Bonus Annual and paid within thirty (30) days of the Sales Event.
This Section shall not be applicable subsequent to the date of a Sales
Event.
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4.
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The
bonus program described in Section 5C shall continue consistent with past
practice and is amended by adding the following
sentences:
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In the
event there is a Sales Event, the stock related to the Bonuses shall be deemed
vested and cash required to satisfy the bonus as contemplated by this Section,
will each be calculated based upon the Targeted Performance Bonus Annual and
applied to the date of the Sales Event and such cash portion shall be paid
within thirty (30) days of the Sales Event. This Section shall not be applicable
subsequent to the date of the Sales Event.
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5.
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Section
6[A] is amended by adding the following
sentences:
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The Company agrees upon a Sales Event
and notwithstanding you continuing your employment with the Company as set forth
in Section 1 of this Agreement, it will, within ten days of the Sales Event,
deposit negotiable funds that would have been required to be paid by the Company
to you if you had terminated your employment with Good Reason as a result of the
Sales Event (calculated from the date of the Sales Event until January 31, 2012,
the remaining Term of this Agreement in effect immediately prior to the
occurrence of the Sales Event) including such additional amount as necessary to
equal the gross up payment (described in Section 24 of this Agreement) into a
“rabbi trust” as described in this Section 6[A]. Schedule I attached hereto sets
forth a calculation of the salary and bonus portions of the contribution to the
trust assuming a Sales Event occurring on October 1, 2010. The calculations at
the time of a Sales Event shall be calculated as of the end of the month in
which a Sales Event occurred. The payments from the Trust Arrangement shall be
pursuant to this Section 6A. Notwithstanding anything contained herein, you
shall be entitled to a lump-sum cash payment of all the sums held in such trust
upon your separation from service (as defined in Section 409A) for any reason,
whether by yourself or the Company and whether or not your employment actually
terminates (the grossup payments to be made as contemplated in Section 24). Such
cash payment will be made on the first business day following the six month
anniversary of such termination of employment as required by Section 26 (or,
earlier in the event of your death). In addition, in the event of a termination
of employment for any reason on or after a Sales Event, you shall continue to be
eligible for Benefits through the end of the Term in effect immediately prior to
the Sales Event as provided in Section 8A(vi).
6. For
the sake of clarity and as provided in Section 6A, upon a Sale Event, all of
your stock options, restricted stock and restricted stock units will vest, the
term of the stock options shall be the term of the option as originally granted
and the restricted stock units will be paid out upon vesting in accordance with
such restricted stock unit agreement.
7. Section
10 shall be modified by inserting the following at the end thereof:
The Company shall maintain appropriate
levels of directors and officers liability insurance (including tail coverage
following the end of your employment for any reason) covering you for your acts
or omissions during your employment with the Company.
8. Section
25 shall be modified and restated as follows:
Professional
Fees. The Company agrees to pay you in one lump sum personal
accounting and legal fees relating to, and upon the execution of, the Amendment
up to a maximum of $10,000 on an after tax basis.
Except as
hereby amended, the Agreement and all of its terms and conditions (including,
without limitation, Section 9 thereof) shall remain in full force and effect and
are hereby confirmed and ratified. All references to the Agreement shall be
deemed references to the Agreement as amended and clarified
hereby. This amendment shall be governed and construed under the laws
of the State of New York.
Please
sign below to acknowledge your agreement to and acceptance of this amendment to
the Agreement.
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Sincerely,
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/s/
Xxxxxx Xxxxxxxx
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Xxxxxx
Xxxxxxxx
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Chairman
& CEO
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Agreed
to:
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/s/
Xxxx Xxxxxxx
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Xxxx
Xxxxxxx
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Date:
May 13, 2010
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