GLOBALOPTIONS GROUP, INC. New York, NY 10019
EXHIBIT
10.1
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Xxxxxxxxxxx Xxxxx 00xx Xxxxx
Xxx Xxxx,
XX 00000
May 13,
0000
Xxxxxx X.
Xxxxxxxx, Chairman & CEO
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Xxxxxxxxxxx Xxxxx
00xx
Xxxxx
Xxx Xxxx,
XX 00000
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Re:
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Your
Employment Agreement dated January 29, 2004, Assignment dated June 2005,
amendment December 19, 2006 (the “December 19, 2006 Amendment”), and
the amendment August 13, 2009 (collectively the “Agreement” capitalized
terms used herein without definition have the meanings specified in the
Agreement)
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Dear
Xxxxxx:
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, amendments 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 the Employee as its Chairman and
Chief Executive Officer and the Employee hereby accepts 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 Employee to refocus his responsibilities with the Company
to accomplish such. The Company and the Employee agree, that in the event the
Company sells substantially all of its assets (further defined herein), Employee
will not elect to terminate this Agreement under Section 8B(x) and thereafter
will continue his employment and devote the necessary working time and efforts,
but less then substantial 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. The Term of this Agreement shall continue
until one year from the date the Company closes upon a sale of substantially all
of the assets of the Company, as defined in Section 10 of this Agreement. For
purposes of this Agreement and this Section 1, substantially all of the assets
of Company shall mean upon the Company selling and closing 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”). The Company has the
option to continue the Term beyond the one year term from the date of the Sales
Event, on a month to month basis, under the same terms and
conditions.
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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. Effective
as of February 1, 2009 and for the period until the Sales Event, the Company
shall pay the Employee a base salary per annum of $425,000 (as it may be
increased (but not decreased) in the discretion of the Compensation Committee,
“Base Salary”) and all executive officer benefits. For the one year period after
the Sales Event, the Employee’s base salary shall be $180,000 and all executive
officer benefits, including New York living expenses and commuting expenses. If
the Company elects to extend the term beyond the one year period, the base
salary shall be $20,000 per month and all executive officer benefits, including
commuting expenses.
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3.
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The
bonus program described in Section 3 shall continue consistent with past
practice and is amended and restated as
follows:
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Annual
Bonus. Starting January 1, 2007, the Employee shall be
eligible for a performance bonus payable 50% in cash and 50% in vested
restricted stock established from the 2007-2009 Annual Incentive Plan (or in
future years, based upon a substantially similar plan), based upon the mutually
agreed to goals between you and the Compensation Committee of the Board of
Directors of the Company (the “Compensation Committee”). The performance bonus
and payment for 2007 – 2010 shall be based upon achieving certain goals as set
forth in Exhibit 1 to the December 19, 2006 Amendment (as modified by the
Compensation Committee pursuant to its meeting on April 8, 2008, Exhibit A)
(“December 19, 2006 Amendment”) and for purposes of calendar years 2009 and
2010, those goals, including the Targeted Performance Bonus-Annual, set forth
for year 2008 in Exhibit 1 shall be applied for said years 2009 and
2010. In the event there is a Sales Event, the Bonuses shall be
applied to the date of the Sales Event and paid within thirty (30) days of the
Sales Event to which the bonus relates. This Section shall not be applicable
subsequent to the date of the Sales Event.
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4.
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Section
3.B. of the Agreement shall be continued as in previous years by adding
the following sentences to the end of Section
3.B.:
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In the
event there is a Sales Event, the Bonuses shall be applied to the date of the
Sales Event and paid within thirty (30) days of the Sales Event to which the
bonus relates. This Section shall not be applicable subsequent to the date of
the Sales Event.
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5.
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Section
10B.amended by adding the following sentences, as
follows:
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The
Company agrees upon a Sales Event and notwithstanding the Employee
continuing his 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 herein if the Employee
terminated his employment under this Section 10B (from the date of the
Sales Event until January 31, 2012, the remaining Term of this Agreement
prior to this Amendment) including such additional amount as equals the
gross up payment (described in Section 24 of this
Agreement) into a “rabbi trust.” The payments from the Trust
Arrangement shall be pursuant to this Section
10B.
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6.
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Section
18 shall be modified and restated as
follows:
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Professional
Fees. The Company agrees to pay in one lump sum your personal
accounting and legal fees relating to the review of this Agreement, and upon the
execution of the Letter Amendment dated May , 2010 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 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 District of Columbia.
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/
Xxxx Xxxxxx
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Xxxx
Xxxxxx
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Chairman
– Compensation Committee
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Agreed
to:
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/s/
Xxxxxx Xxxxxxxx
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Xxxxxx
Xxxxxxxx
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Date:
May 13, 2010
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