Exhibit 10.2
GLOBALOPTIONS GROUP, INC.
00 Xxxxxxxxxxx Xxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
CONFIDENTIAL
December 19, 2006
Xxxxxxx 0. Xxxxxxx
XX Xxx 0000.
Xxxxxxxxxx Xxxxxx, XX 00000
Re: Agreement dated January 8, 2003
and Assignment dated June 2005 (the "Agreement")
Dear Xxxx:
This letter is to amend the Agreement between GlobalOptions Group, Inc.
("Global") and you, effective as of the above date, and to extend the term of
the Agreement between you and Global, through January 31, 2010.
For the purposes of that period of time beginning from the date hereof
and continuing through January 31, 2010 or earlier termination of the Agreement,
Sections 4. A and 5 are hereby deleted in their entirety and the following new
Sections 4.A. and 5 are substituted in lieu thereof:
4.A. TERM OF AGREEMENT. The Company hereby agrees to continue the
Agreement and you hereby accept, upon the terms set forth in this Agreement, for
the period commencing on the date hereof and ending upon January 31, 2010,
unless otherwise terminated pursuant to the terms hereof. The term shall
automatically extend for an additional one year period on the first day of the
final year of the term, or any extension thereof, as the case may be, on the
same terms and conditions as set forth herein, unless either the Company or you
gives written notice to the other within 90 days before the first day of the
final year that the term shall not automatically be extended; provided, however,
that the Company and you may amend this Agreement during such 90 day period to
provide for such additional or modified terms and conditions as they shall
mutually agree in writing. The end of such term shall be the "Expiration Date".
5. PAYMENT.
5.a. Starting effective January 1, 2007, the Company shall pay you at
the beginning of each month via wire transfer $27,083.33 for 2007, $29,166.67
for 2008, and $31,250 for 2009 and you shall be entitled to participate in all
of the benefit plans and programs offered and paid by the Company to its
executive officers. Additional time required and mutually agreed upon in advance
will be at a rate of $2500 per day to be paid monthly.
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December 19, 2006
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You will be reimbursed for all out of pocket expenses for travel to the
Company's site and other travel and business expenses as required to perform the
above Services. Other non-budgeted non-travel related expenses greater than
$1000 per month must be pre-approved by the Company. All expense reimbursements
to be paid upon receipt by the Company.
5.b. Starting January 1, 2007, you 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, based upon mutually agreed to goals,
established by the Compensation Committee formed by the Board of Directors of
GlobalOptions Group, Inc. (the "Compensation Committee"). The performance bonus
and payment for 2007 - 2009 shall be based upon achieving certain goals as set
forth in Exhibit 1 to this Amendment.
5.c. You will be awarded a one-time restricted stock grant upon the
execution of this Agreement in the amount of six hundred thousand (600,000)
shares subject to performance vesting under the 2007 - 2009 Annual Incentive
Plan and subject to the approval of the Long Term Incentive Plan by the
stockholders. The Company will use its reasonable efforts to include all
securities issued to you on a registration statement registering the resale of
such securities.
5.d. You, at your option, shall have the ability to exercise in a
cashless manner any securities granted to you pursuant to the Company's 2005
Stock Option Plan, 2006 Stock Option Plan, 2006 Long-Term Incentive Plan or any
other employee benefit plan which is approved by stockholders and provides for
cashless exercises, for the purpose of exercising the purchase of options and/or
withholding taxes for options and/or restricted stock.
5.e. Not withstanding anything to the contrary in this Agreement, upon
a Change in Control of the Company, all stock options and restricted stock shall
vest immediately upon such Change in Control and all performance conditions for
any performance stock options or restricted stock shall be deemed to be met and
the term to exercise any stock options will be equal to the term of the stock
option originally granted.
For purposes of this Agreement, the term "Change of Control" shall mean: (i) the
sale, transfer, exchange, conveyance or other disposition (other than by way of
merger, consolidation, recapitalization or reorganization), in one or a series
of related transactions, of all or substantially all of the assets of the
Company or more than fifty percent (50%) of the combined voting power of the
outstanding securities of the Company held by persons who are stockholders of
the Company on the date hereof to any person or entity; (ii) the adoption of a
plan relating to the liquidation or dissolution of the Company; or (iii) a
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December 19, 2006
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merger or consolidation of the company with or into another corporation or
entity or a recapitalization or reorganization of the Company if, immediately
upon the consummation of such merger, consolidation, reorganization or
recapitalization, the holders of the outstanding voting securities of the
Company, determined immediately prior to such merger, consolidation,
reorganization or recapitalization do not immediately thereafter own more than
fifty percent (50%) of the combined voting power of the merged, consolidated,
reorganized or recapitalized company's outstanding securities entitled to vote
generally in the election of directors.
The Company hereby agrees during, and after termination of this
Agreement, to indemnify you and hold you harmless, both during the Term and
thereafter, to the fullest extent permitted by law and under the certificate of
incorporation and by-laws of the Company against and in respect of any and all
actions, suits, proceedings, claims, demands, judgments, costs, expenses
(including reasonable attorney's fees), losses, amounts paid in settlement to
the extent approved by the company, and damages resulting from your good faith
performance of your duties as an officer or director of the Company or any
affiliate. The Company shall reimburse you for expenses incurred by you in
connection with any proceeding hereunder upon written request from you for such
reimbursement and the submission by you of the appropriate documentation
associated with these expenses. Such request shall include an undertaking by you
to repay the amount of such advance or reimbursement if it shall ultimately be
determined that you are not entitled to be indemnified hereunder against such
costs and expenses. The Company shall use commercially reasonable efforts to
obtain and maintain directors' and officers' liability insurance covering you to
the same extent as the Company covers its other officers and directors.
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. 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.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxx
Chairman & CEO
Agreed to:
/s/ Xxxxxxx 0. Nyweide
-----------------------------
Xxxxxxx 0. Xxxxxxx
Date: December 19, 2006
