Exhibit 10.1
GLOBALOPTIONS GROUP, INC.
00 Xxxxxxxxxxx Xxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
CONFIDENTIAL
December 19, 2006
Xxxxxx X. Xxxxxxxx, Chairman & CEO
GlobalOptions Group, Inc.
00 Xxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Re: Employment Agreement dated January 29, 2004
and Assignment dated June 2005 (the "Agreement")
Dear Xxxxxx:
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 1, 2, 3.A, 3.B, 10.B, and Exhibit A of the Agreement are hereby deleted
in their entirety and the following new Sections 1, 2, 3.A, 3.B, 3.C, and 10.B;
and Exhibits 1 and A are substituted in lieu thereof:
1. AMENDED TERM OF EMPLOYMENT. The Company hereby agrees to continue to
employ the Employee and the Employee hereby accepts the continued employment
with the Company, 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 the Employee gives written notice
to the other within 60 days before the first day of the final year that the term
shall not automatically be extended; provided, however, that the Company and
Employee may amend this Employment Agreement during such 60 day period to
provide for such additional or modified terms and conditions as they shall
mutually agree in writing.
Xxxxxx X. Xxxxxxxx, Chairman & CEO
December 19, 2006
Page two of three
2. SALARY. Effective on the date hereof, the Company shall pay the
Employee a base salary per annum of $375,000, $400,000 & $425,000 starting
January 1 of each year for 2007, 2008 & 2009 ("Base Salary") respectively and
executive officer benefits.
3.A. 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, 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.
3.B. LONG TERM INCENTIVES. The Employee will be awarded a one-time
restricted stock grant upon the execution of this Agreement in the amount of
eight hundred thousand shares (800,000) 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 the Employee on a registration statement
registering the resale of such securities.
3.C. The Employee, at his option, shall have the ability to exercise in
a cashless manner any securities granted to him 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.
10.B. Not withstanding anything to the contrary in this Agreement, upon
a Change of Control of the Company, all stock options and restricted stock shall
vest immediately upon such Change in Control and all performance conditions of
the Employee 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.
Xxxxxx X. Xxxxxxxx, Chairman & CEO
December 19, 2006
Page three of three
Exhibit A: Non-Company Activities
QuanStar Partners
Dirt Motorsports
EMMA Entertainment
MLB - International Baseball Association
Sports/Entertainment
Falconhead - Advisor
Millenium Technology Value Partners, L.P.
Bellatore
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/ Xxxxxxx 0. Xxxxxxx
-----------------------------
Xxxxxxx 0. Xxxxxxx
Chief Financial Officer
Agreed to:
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxx
Date: December 19, 2006
CC: Xxx Xxxxxxxx - Chairman, Compensation Committee
