Attached files
| file | filename |
|---|---|
| 10-Q - Orchard Enterprises, Inc. | v164570_10q.htm |
| EX-31.2 - Orchard Enterprises, Inc. | v164570_ex31-2.htm |
| EX-10.1 - Orchard Enterprises, Inc. | v164570_ex10-1.htm |
| EX-31.1 - Orchard Enterprises, Inc. | v164570_ex31-1.htm |
| EX-32.1 - Orchard Enterprises, Inc. | v164570_ex32-1.htm |
Exhibit
10.2
Description
of Michael Donahue’s Compensation for Serving as
Chairman
of the Special Committee and Search Committee of the Board of
Directors
On
September 25, 2009, as a result of the resignation of Greg Scholl, the Company’s
Chief Executive Officer and President, the Board of Directors of the Company
formed a Search Committee to identify qualified candidates to serve as the
Company’s chief executive officer and appointed Michael Donahue, Chairman of the
Board of Directors, to head the Search Committee.
On
October 15, 2009, the Board received a letter from Dimensional Associates LLC
(“Dimensional”), the Company’s majority stockholder, in which Dimensional
proposed entering into non-binding discussions with the Company regarding a
potential transaction. As a result of Dimensional’s letter, the Board
formed a Special Committee comprised of independent and disinterested directors
to review and evaluate Dimensional’s proposal. Mr. Donahue was
appointed chairman of the Special Committee.
The Board
of Directors authorized the Company to compensate Mr. Donahue in the amount of
$50,000 for his services on the Search Committee and the Special Committee
through December 31, 2009.