GLOBALOPTIONS, INC. EMPLOYMENT AND NONCOMPETITION AGREEMENT
Exhibit 10.2
GLOBALOPTIONS,
INC.
EMPLOYMENT
AND NONCOMPETITION AGREEMENT
This
Employment Agreement (the "Agreement"), made this 5th day of
September, 2008 is entered into by and between GlobalOptions, Inc., a Delaware
corporation, with its principal place of business at 00 Xxxxxxxxxxx Xxxxx,
00xx
Xxxxx, Xxx Xxxx, XX (the "Company"), and Xxxxxx Xxxxxxx (the
"Employee").
The
Company desires to continue to employ the Employee, and the Employee desires to
continue his employment with the Company. In consideration of the
mutual covenants and promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the parties hereto agree as follows:
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.. Term of
Employment. The Company hereby agrees to employ the Employee,
and the Employee hereby accepts employment with the Company, upon the terms set
forth in this Agreement, for the period commencing on the date hereof (the
"Commencement Date") and ending upon retirement
or termination in accordance with the provisions of Section 4 (the "Employment
Period").
2. Capacity. The
Employee shall serve as President of Investigations. The Employee shall be based
at the Company's office in Nashville Tennessee metropolitan area or at such
other area as the Company and Employee shall mutually agree. The
Employee hereby accepts such employment and agrees to undertake the duties and
responsibilities inherent in such position and such other duties and
responsibilities as the Chief Executive Officer shall from time to
time reasonably assign to him. The Employee agrees to devote his
entire business time, attention and energies to the business and interests of
the Company during the Employment Period, provided however, the Employee shall
be free to engage in, outside the Company, all activities that are described in
Exhibit A. The
Employee agrees to abide by the rules, regulations, instructions, personnel
practices and policies of the Company and any changes therein which may be
adopted from time to time by the Company.
3. Compensation and
Benefits.
3.1
Effective on the date of employment, the Company shall pay the Employee, a base
salary of $250,000 per annum (“Base Salary”). The Employee shall be
eligible for a discretionary bonus up to $125,000.00 based upon approved goals,
established by the Compensation Committee formed by the Board of Directors. All
bonuses are pro-rated from the date of employment to December 31. All
bonuses set out in this Section shall be payable in accordance with Company
policy, which is based upon annual review, unless mutually agreed to by the
Employee and Company. Increase in the Base Salary will be based on the Company’s
performance as well as Employee’s contribution to that performance, and shall be
determined by the Compensation Committee.
3.2 In
addition to the bonus set forth in Section 3.1, above, the Employee shall be
entitled to participate in all bonus programs that the Company may establish for
executives, and other benefit programs that the Company establishes and is
entitled to vacation based on the company’s policy, but in no event less than
four weeks per annum. In addition to vacation, Employee shall be entitled to
personal and/or sick leave based on company policies in effect. The
Employee will be eligible to participate in the Company’s Long Term Incentive
Plan.
3.3 The
Company shall reimburse Employee for all reasonable business and professional
expenses incurred by the Employee in connection with his employment within
thirty (30) days of the Company’s receipt of appropriate documentation which
conform to the requirements of the Company’s expense reimbursement
procedures.
4. Employment
Termination. The employment of the Employee by the Company
pursuant to this Agreement shall terminate upon the occurrence of any of the
following:
4.1 At
the election of the Company, for cause, immediately upon written notice by the
Company to the Employee. For the purposes of this Section 4.1,
"cause" for termination shall be deemed to exist upon: (a) failure to perform
the duties and meeting the aforementioned goals as the President after written
notice of deficiency and an opportunity of at least thirty(30) days to remedy,
or cure a material breach by the Employee of the terms of this Agreement within
thirty (30) days of receipt of written notice of such breach from the Company;
(b) dishonesty relating to the Employee's duties; (c) gross negligence or
willful misconduct relating to the Employee's duties; or (d) the conviction of
the Employee of, or the entry of a pleading of guilty or nolo contendere by the
Employee to, any crime involving moral turpitude or any felony;
4.2 Upon
the death or thirty (30) days after the disability of the
Employee. As used in this Agreement, the term "disability" shall mean
the inability of the Employee, due to a physical or mental disability, for a
period of one hundred and eighty (180) days, regardless of whether consecutive,
during any 360-day period to perform the services contemplated under this
Agreement. A determination of disability shall be made by a physician
satisfactory to both the Employee and the Company, provided that if the Employee
and the Company do not agree on a physician, the Employee and the Company shall
each select a physician and these two together shall select a third physician,
whose determination as to disability shall be binding on all
parties;
4.3 At
the election of the Employee, after two years from the Commencement Date, unless
the Company exercises its right to extend the term for an additional one year
period, upon not less than thirty (30) days prior written notice of termination;
or
4.4 At
the election of the Company, after two years from the Commencement Date,
otherwise than for cause, upon not less than thirty (30) days prior written
notice.
4.5 At
the election of the Employee, for good reason, in the event the Employee is
assigned to a company office outside the Nashville, Tennessee metropolitan
area.
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5. Effect of
Termination.
5.1 Termination for Cause or at
Election of Employee. In the event the Employee's employment
is terminated for cause pursuant to Section 4.1, or at the election of the
Employee pursuant to Section 4.3, the Company shall pay to the Employee the
compensation and benefits otherwise payable to him under Section 3 through the
last day of his actual employment by the Company.
5.2 Termination for
Death. If the Employee's employment is terminated by death
pursuant to Section 4.2, the Company shall pay to the estate of the Employee the
compensation, including bonuses, and which would otherwise be payable to the
Employee up to the end of the second month following the month in which the
termination of his employment because of death occurs.
5.3 Termination for
Disability. If the Employee's employment is terminated at the
election of the Company pursuant to Section 4.2, the Company shall pay to the
Employee, in accordance with the Company's payroll practices (i) the
compensation, excluding bonuses, and which would otherwise be payable to the
Employee up to the end of the second month following the month in which the
termination of his employment occurs, and (ii) all bonus payments that the
Employee would have been entitled to receive during the Employment Period had
the Employee's employment not been terminated. Any Disability Insurance shall be
payable as the Employee instructed pursuant to such policy.
5.4 Termination by the Company
without Cause or By Employee for Good Reason. If the
Employee’s Employment is terminated (a) at the election of the Company pursuant
to Section 4.4, or (b) at the election of Employee pursuant to
Section 4.5, the Company shall pay to the Employee as severance pay, in
accordance with the Company’s payroll practices, his then current Base Salary
and medical and dental medical insurance, long term disability and term life
insurance at the Company’s expense for the lower of: (i) period of
six (6) months from the date of Termination; or (ii) the remaining term of this
Agreement . Employee will not be required to mitigate the amount of any payment
provided in this Section 5.4 by seeking other employment or otherwise, nor will
the amount of any payment provided for in this paragraph be reduced by any
compensation Employee may earn as a result of his subsequent employment by
another employer.
5.5 Survival. The
provisions of Sections 6 and 7 shall survive the termination of this Agreement,
provided the Company is not in breach of this agreement.
6. Non-Compete.
6.1 So
long as the Company is not in material breach of this Agreement, during the
Employment Period and the twelve (12) month period beginning on the day of
termination, the Employee will not directly or indirectly, privately or as an
employee, individual proprietor, partner, stockholder, officer, employee,
director, joint venturer, investor, lender, or in any other capacity whatsoever
(other than as the holder of not more than one percent (1%) of the total
outstanding stock of a publicly held company):
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(a) recruit,
hire, solicit or induce, or attempt to induce, or assist others in hiring,
soliciting or inducing, any employee or employees of the Company or its
affiliates to terminate their employment with, or otherwise cease their
relationship with, the Company or its affiliates; or
(b) solicit,
divert or take away, or attempt to divert or to take away, the business or
patronage of any of the clients, customers or accounts, or prospective clients,
customers or accounts, of the Company or its affiliates which were contacted,
solicited or served by the Employee while employed by the
Company. The terms "client" and "customer" as used herein shall mean
such firms or agencies to which the Company or any affiliate of the Company has
provided services or sold products within twelve (12) months prior to the date
of termination of the Employee's employment.
6.2 The
parties agree that the relevant public policy aspects of covenants not to
compete have been discussed, and that every effort has been made to limit the
restrictions placed upon the Employee to those that are reasonable and necessary
to protect the Company's legitimate interests.
6.3 If
any restriction set forth in this Section 6 is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of
time or over too great a range of activities or in too broad a geographic area,
it shall be interpreted to extend only over the maximum period of time, range of
activities or geographic area as to which it may be enforceable.
6.4 The
restrictions contained in this Section 6 are necessary for the protection of the
business and goodwill of the Company and/or its affiliates and are considered by
the Employee to be reasonable for such purposes. The Employee agrees
that any breach of this Section 6 will cause the Company and/or its affiliates
substantial and irrevocable damage and therefore, in the event of any such
breach, in addition to such other remedies which may be available, the Company
shall have the right to seek specific performance and injunctive
relief.
7. Proprietary Information and
Developments.
7.1 Proprietary
Information.
(a) Employee
agrees never to reveal the business methods or business secrets (all inclusive)
of the Company, its affiliates, or of its customers to anyone other than the
Company and authorized customer personnel. Such business
methods and secrets shall include but are not limited to, computer programs,
data systems, trade secrets, inventions, products, processes, methods,
techniques, formulas, compositions, compounds, discoveries, projects,
developments, plans, research data, clinical data, financial data, pricing
policies, personnel data, customer and supplier lists and all other Company,
affiliate or customer business and technological
information. Employee will not disclose any Proprietary Information
to others outside the Company or use the same for any unauthorized purposes
without written approval by an officer of the Company, either during or after
his employment, unless and until such Proprietary Information has become public
knowledge without fault by the Employee.
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(b) Employee
agrees that all files, letters, memoranda, reports, records, data, sketches,
drawings, laboratory notebooks, program listings, or other written,
photographic, or other tangible material containing Proprietary Information,
whether created by the Employee or others, which shall come into his custody or
possession, shall be and are the exclusive property of the Company to be used by
the Employee only in the performance of his duties for the Company.
(c) Employee
agrees that his obligation not to disclose or use information, know-how and
records of the types set forth in paragraphs (a) and (b) above, also extends to
such types of information, know-how, records and tangible property of affiliates
of the Company, customers of the Company or suppliers to the Company or other
third parties who may have disclosed or entrusted the same to the Company or to
the Employee in the course of the Company's business.
7.2 Other
Agreements. The Employee hereby represents that he is not
bound by the terms of any agreement with any previous employer or other party to
refrain from using or disclosing any trade secret or confidential or proprietary
information in the course of his employment with the Company or to refrain from
competing, directly or indirectly, with the business of such previous employer
or any other party. Employee further represents that his performance
of all the terms of this Agreement and as an employee of the Company does not
and will not breach any agreement to keep in confidence proprietary information,
knowledge or data acquired by him in confidence or in trust prior to his
employment with the Company.
8. Notices. All
notices required or permitted under this Agreement shall be in writing and shall
be deemed effective upon delivery personally, by facsimile or by overnight mail,
or upon deposit in the United States Post Office, by registered or certified
mail, postage prepaid, addressed to the other party at the address shown above,
or at such other address or addresses as either party shall designate to the
other in accordance with this Section 8.
9. Pronouns. Whenever
the context may require, any pronouns used in this Agreement shall include the
corresponding masculine, feminine or neuter pronouns, and the singular forms of
nouns and pronouns shall include the plural, and vice
versa.
10. Entire
Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this
Agreement.
11. Amendment. This
Agreement may be amended or modified only by a written instrument executed by
both the Company and the Employee.
12. Governing
Law. This Agreement shall be governed and construed by the
laws of the District of Columbia. No claims may be brought concerning
the validity or interpretation of this Agreement other than in the courts of the
District of Columbia.
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13. Successors and
Assigns. This Agreement shall be binding upon and inure to the
benefit of both parties and their respective successors and assigns, including
any corporation with which or into which the Company may be merged or which may
succeed to its assets or business, provided, however, that the obligations of
the Employee are personal and shall not be assigned by him.
14. Arbitration. The
parties agree that any controversy, claim or dispute arising out of or relating
to this Agreement, or the breach thereof, or arising out of or relating to the
employment of the Employee, or the termination thereof, including any claims
under federal, state, or local law, shall be resolved by arbitration in the
District of Columbia in accordance with the Employment Dispute Resolution rules
of the American Arbitration Association. The parties agree that the
arbitrator shall award the prevailing party all fees and costs incurred by
prevailing party in connection with such arbitration. The parties
agree that any award rendered by the arbitrator shall be final and binding, and
that judgment upon the award may be entered in any court having jurisdiction
thereof.
15. Miscellaneous.
15.1 No
delay or omission by the Company in exercising any right under this Agreement
shall operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion shall be effective only in that
instance and shall not be construed as a bar or waiver of any right on any other
occasion.
15.2 The
captions of the sections of this Agreement are for convenience of reference only
and in no way define, limit or affect the scope or substance of any section of
this Agreement.
15.3 In
case any provision of this Agreement shall be invalid, illegal or otherwise
unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or impaired thereby.
15.4 Employee
understands and agrees that the business ethics of the Company and personal
standards and ethics of its employees, must at all times be above reproach, and
the Employee agrees to conduct himself in a manner to reflect credit upon the
Company. Employee understands that employment with the Company is
contingent upon satisfactory verification of all statements made by Employee in
the employment application process and completion of a satisfactory background
check. Employee understands that any illegal use or possession of
drugs or controlled substances could result in immediate termination of the
employment relationship. Employee further understands and agrees that
he shall not, while employed by the Company, engage in any other employment or
business venture without the written consent of the Company, except as provided
in Section 2 of this Agreement. Employee agrees to inform and discuss
with the Company any other employment or business venture that may constitute a
conflict of interest with the Company.
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16. This
Agreement shall not be considered valid unless signed by the Employee and an
official authorized by the Company to sign such Agreement.
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/s/
Xxxxxx Xxxxxxx
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9/5/08
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Employee
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Date
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| /s/ Xxxxxx Xxxxxxxx | 9/17/08 | |
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GlobalOptions,
Inc.
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Date
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