AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • October 6th, 2017 • Versar Inc • Services-engineering services
WHEREAS, VERSAR, INC. (“Company”) and JAMES D. VILLA (“Executive”) have entered into that certain Change in Control Severance Agreement dated May 12, 2014, as amended (“Agreement”);
NON DISCLOSURE AND CONFIDENTIALITY AGREEMENTNon Disclosure and Confidentiality Agreement • October 6th, 2017 • Versar Inc • Services-engineering services • Virginia
This Confidential Non Disclosure and Confidentiality Agreement (“Agreement “) is dated as of March 1, 2017 between Versar, Inc., a company incorporated under the laws of the State of Delaware, having its principal place of business at 6850 Versar Center, Springfield, VA, 22151 and Kingswood Capital Management, LLC with its principal place of business at 11777 San Vicente Blvd., Suite 650, Los Angeles, CA 90049 (hereinafter known collectively as “the Parties” or individually as “Party”).
AMENDMENT NO. 1 TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • October 6th, 2017 • Versar Inc • Services-engineering services
WHEREAS, VERSAR, INC. (“Company”) and CHRISTINE B. TARRAGO (“Executive”) have entered into that certain Change in Control Severance Agreement dated June 15, 2017, as amended (“Agreement”);
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • October 6th, 2017 • Versar Inc • Services-engineering services • Virginia
This Agreement between Alessandria Albers (“you”) and VERSAR, INC. (“Company”) has been entered into as of May 12, 2014. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Agreement.
AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • October 6th, 2017 • Versar Inc • Services-engineering services
WHEREAS, VERSAR, INC. (“Company”) and Anthony Otten Executive”) have entered into that certain Change in Control Severance Agreement dated of September 13, 2013, as amended (“Agreement”);
October 6, 2017Versar Inc • October 6th, 2017 • Services-engineering services
This letter is to inform you that on September 22, 2017, Versar, Inc. ("Versar") entered into a definitive Agreement and Plan of Merger, which was amended and restated on September 27, 2017 (as amended, supplemented or modified, the "Merger Agreement") with certain affiliates of Kingswood Capital Management (known collectively as "Kingswood"), which, if consummated, would result in the sale of the Company. In accordance with the Merger Agreement, Kingswood commenced on October 6, 2017 a tender offer (the "Offer") to purchase all of the outstanding shares of our common stock, par value $0.01 (each, a "Company Share") for $0.15 per share without interest (the "Offer Price") and subject to any withholding of taxes required by applicable law.
