Exhibit 10.2
GLOBALOPTIONS,
INC.
EMPLOYMENT AND NONCOMPETITION
AGREEMENT
This Employment
Agreement (the "Agreement"), made this 5 th day of September, 2008 is entered into by and
between GlobalOptions, Inc., a Delaware corporation, with its
principal place of business at 75 Rockefeller Plaza, 27
th Floor, New York, NY (the "Company"), and Halsey
Fischer (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:
1
.
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.
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 Pe
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