EXHIBIT 10.2
GLOBALOPTIONS GROUP, INC.
75 Rockefeller Plaza 27th
Floor
New York,
NY 10019
August 13,
2009
Harvey W.
Schiller, Chairman & CEO
GlobalOptions
Group, Inc.
75 Rockefeller
Plaza
27th
Floor
New York,
NY 10019
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Your Employment
Agreement dated January 29, 2004, Assignment dated June 2005, and
amendment December 19, 2006 (the “December 19, 2006
Amendment”) (collectively the “Agreement”
capitalized terms used herein without definition have the meanings
specified in the Agreement)
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Dear
Harvey:
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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The parties
hereby acknowledge that the current term of your employment was
extended to January 31, 2011 by the operative provisions contained
in Section 1 of the Agreement, subject to earlier termination or
automatic extension as contemplated therein. In
addition, the first sentence of Section 1 is amended to read as
follows: “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.”
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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 remaining term (including any extensions thereto) of
the Agreement, 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.
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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. Bonuses shall be paid no later than March 15th of
the year following the year to which the bonus relates.
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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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The performance vesting under the 2007 –
2009 Annual Incentive Plan shall also apply to the calendar years
2009 and 2010, and the performance goals shall be identical as set
forth in Exhibit 1 to the December 19, 2006 Amendment. In the event
additional shares of Restricted Stock are required to be issued by
the Company to the Employee to meet the payment requirements
herein, the Company shall immediately cause such issuance.
Provided, however, no additional shares of Restricted Stock will be
issued by the Company, if such shares are required under Sections 8
and/or 10B of this Agreement, and in such event the Company will be
required to provide an equivalent payment to you for each share not
issued, in the amount equal to $2.00 per share.
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Section 8A
shall be modified and restated as follows:
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The Company may
terminate your employment without Cause or you may terminate your
employment hereunder for Good Reason, effective upon the giving of
written notice thereof and in the event you are terminating your
employment for Good Reason, providing the Company 30 days to cure
such Good Reason (if susceptible to cure), in either event you
shall be entitled to the following:
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Section 8A.(i)
shall be clarified and restated as follows:
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Base Salary (at
your highest annualized rate of salary in effect during the
one-year period ending on the effective date of termination)
through the last date of the term (as such term exists on the date
of such termination) of this Agreement, payable in a lump sum
within ninety (90) days of your termination, subject to Section
34.
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Section 8A.(ii)
shall be clarified and restated as follows:
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a bonus, under
the terms of your annual bonus plan, on a pro rata basis for the
year in which such termination occurs; such pro rata bonus to be
the bonus for such year as determined as if the “Targeted
Performance Bonus Annual,” set forth in Exhibit 1 to the
December 19, 2006 Amendment but limited to the Targeted Performance
Bonus-Annual ($500,000 cash per year and 250,000 shares per year)
were deemed to be met as set forth in Exhibit 1 to the
December 19, 2006 Amendment and as provided under Section 3 hereof,
multiplied by a fraction, the numerator of which is the number of
days from the beginning of the applicable year to the date of
termination of employment and the denominator of which is 365. The
bonus shall be paid not later than ninety (90) days following the
end of the year in which the termination occurred, subject to
Section 34. Additionally, you shall receive one hundred
(100%) of your bonus as determined above in this Section 8A(ii)
($500,000 cash per year and 250,000 shares per
year), for the remaining term (as such term exists on
the date of such termination) under this agreement, to be paid not
later than ninety (90) days following the date of
termination subject to Section 34. All payments provided
in this Section 8A.(ii) shall be subject to and limited by the
provisions of Section 10B below and to the bonus to be paid under
the severance package described in this Section 8A and upon a
Change of Control in Section 10B shall not be treated as separate
payments but as the same payment and you shall only be paid such
amount once. Accordingly, if there is a Change of
Control and the Company is required to make payments under Section
10.B of this Agreement, this Section 8A(ii) shall not be operative
except to the extent that the payments described in this Section
8A(ii) are not duplicative (e.g., the severance package described
above).
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Section 8 A(v)
shall be modified and restated as follows:
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other benefits
(including medical and dental plan) in accordance with the
applicable plan and programs of the Company shall continue for the
remaining term (as such term exists on the date of such
termination) under this Agreement; provided, that if the terms of
any of the plans do not permit such continued participation, the
Company shall provide you with a comparable benefit in a time and
manner consistent with Section 34.
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A new Section
8A(vi) shall be added to read as follows:
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“Notwithstanding the terms of the
applicable agreement and plan, all shares of restricted stock or
restricted stock units (or other forms of equity compensation, if
any) shall be deemed fully vested on the date of
termination”
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Section 8B(iii)
shall be modified by deleting the words “after being given a
reasonable opportunity to cure such failure.”
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Section
8(B)(iv) is amended by deleting “the Company fails to renew
your employment agreement at the end of the Term” and
substituting therefore “Intentionally
Omitted.”
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Section 8B(x)
shall be modified by deleting “not offered the same position
in the Company.”
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Section 10A(i)
shall be modified by adding the words “within a 12 month
period” after “substantially all of the assets of the
Company”.
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Section 10A(ii)
shall be modified and restated as follows:
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a corporate
dissolution taxed under Code Section 331 or with approval of a
bankruptcy court pursuant to 11 USC
§ 503(b)(ii)(A).
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Section
10A(iii) shall be modified by the addition of the words “The
occurrence within a 12 month period” at the beginning
thereof.
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Section 10.B.
shall be clarified and restated by the following two
paragraphs:
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Notwithstanding anything to the contrary in this
Agreement or in any other applicable plan, but subject to the
following sentences, upon a Change of Control of the Company, all
stock options, restricted stock and restricted stock units shall
vest immediately upon such Change of Control an
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