Attached files
| file | filename |
|---|---|
| 10-K - WALKER INNOVATION INC. | v210896_10k.htm |
| EX-32.2 - WALKER INNOVATION INC. | v210896_ex32-2.htm |
| EX-31.2 - WALKER INNOVATION INC. | v210896_ex31-2.htm |
| EX-32.1 - WALKER INNOVATION INC. | v210896_ex32-1.htm |
| EX-21.1 - WALKER INNOVATION INC. | v210896_ex21-1.htm |
| EX-31.1 - WALKER INNOVATION INC. | v210896_ex31-1.htm |
| EX-23.1 - WALKER INNOVATION INC. | v210896_ex23-1.htm |
| EX-10.22 - WALKER INNOVATION INC. | v210896_ex10-22.htm |
EXHIBIT
10.18
GLOBALOPTIONS
GROUP, INC.
75
Rockefeller Plaza 27th Floor
New York,
NY 10019
December
14, 2010
Harvey W.
Schiller, Chairman & CEO
GlobalOptions
Group, Inc.
75
Rockefeller Plaza
27th
Floor
New York,
NY 10019
Re: Your
Employment Agreement dated January 29, 2004, Assignment dated June 2005,
amendment December 19, 2006 (the “December 19, 2006 Amendment”), the
amendment August 13, 2009, and the amendment May 12, 2010 (collectively the
“Agreement” capitalized terms used herein without definition have the meanings
specified in the Agreement)
Dear
Harvey:
Given that the Company no longer has
any operations since the sale of The Bode Technology Group, Inc., its fourth and
last division, on November 30, 2010, it is expected that your time commitment
and level of responsibility will substantially diminish commencing January 1,
2011 and you will become a part-time employee. In addition, given the
timing of the sale transactions and the escrow arrangements in place, the
Company desires that you continue to be available on such a limited, part-time
basis as Chairman and Chief Executive Officer through April 30, 2012 rather than
through July 31, 2011 as contemplated by the May 2010 amendment.
Accordingly, the following
modifications and clarifications are made to the Agreement effective as of the
date written above:
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1.
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The
parties hereby acknowledge that the current term of your employment was
extended to July 31, 2011 (one year from the date of the Sales Event) by
the operative provisions contained in the May 12, 2010 amendment to your
Agreement, subject to earlier termination, amendments or automatic
extension as contemplated therein. However, the parties hereby
agree to amend Section 1 by replacing the words “one year from the date of
such Sales Event” with the following: “April 30, 2012” Further,
the last two sentences of Section 1 shall be amended and restated as
follows:
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“The
Company has the option to continue the Term beyond April 30, 2012 on a month to
month basis, under the same terms and conditions (including Section
9). Notwithstanding anything to the contrary contained herein, the
reduction of the Employee’s working time and efforts described above through
December 31, 2010 is not intended to constitute a “separation from
service” as defined in Section 409A of the Code. Given that the
Company has sold all of its divisions, has no further operations and is
commencing the wind down of the Company, it is intended that December 31, 2010
is a “separation of service” as defined in Section 409A of the
Code. Accordingly, the amounts held in the rabbi trust for
Employee (consistent with the terms of the Agreement) shall be paid to Employee
in accordance with Sections 10B and 34.
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2.
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Section
2 is hereby amended and restated as
follows:
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Salary; Retention
Arrangement. (a) Beginning on the 1st of the
month immediately following the Sales Event, the Employee’s base salary shall be
$180,000 for a period of five months ending December 31, 2010, and from January
1, 2011 and for the period remaining on the term of this Agreement, the
Employee’s base salary shall be $150,000 and all executive officer benefits,
including New York living expenses and commuting expenses and other executive
employee benefits at a level equivalent to the level in effect on the date of
the May 12, 2010 amendment (collectively, the “Benefits”). For the
sake of clarity, an equivalent level of benefit means that the share of the
premium to be paid by Employee shall not exceed the premium on such date and the
level of benefit coverage will not be less than what was
provided. From the date hereof, the Base Salary and Benefit payments
under this Section shall be on the first of each month, in arrears for the
remaining term of this Agreement. Additionally, during the period
through April 30, 2012 and three months thereafter, the Company agrees to
maintain an office for the Employee’s use with appropriate levels of staffing
and professional services to continue the effective winding down of the Company
during this period. If the Company elects to extend the term beyond April 30,
2012, the base salary shall be $20,000 per month and the Benefits shall
continue. The reduction in base salary of the Employee commencing
January 1, 2011 reflects the fact that the Employee is expected to reduce his
levels of service on behalf of the Company.
(b) In
addition to the Base Salary and Benefits, in recognition of the
services provided by Employee during 2010, the Employee shall receive a cash
bonus in the amount of $150,000, payable December 15,
2010. Notwithstanding anything contained in this Agreement, upon a
termination of his employment hereunder without Cause or for Good Reason (which
includes a Change of Control on or after the date of the Amendment dated
December -, 2010) or as a result of death or Disability prior to April 30, 2012,
the Employee shall receive the Base Salary, and Benefits through April 30, 2012
and the bonus described below; with the cash portion being paid in a lump sum
within thirty days of termination, subject to Section 34. In
order to induce Employee to remain in the employ of the Company through April
30, 2012, he may be entitled to a bonus on such date, the amount of
which to be determined in the sole discretion of the Compensation
Committee in good faith based on Employee’s performance.
3. For
a period of 6 months following April 30, 2012 or, if earlier, 6 months following
your resignation other than for Good Reason, you shall continue to be entitled
to participate in the Company’s benefit plans (or comparable plans) unless you,
before the expiration of such period, become eligible for comparable coverage
with a subsequent employer.
4. Section
18 shall be modified and restated as follows:
Professional
Fees. The Company agrees to pay in one lump sum your personal
accounting and legal fees relating to the review of this Agreement, and upon the
execution of the Amendment up to a maximum of $10,000 on an after tax
basis.
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. All references
to the Agreement shall be deemed references to the Agreement as amended and
clarified hereby. 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.
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Sincerely,
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/s/ John
Oswald
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John
Oswald
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Chairman
– Compensation Committee
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Agreed
to:
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/s/
Harvey Schiller
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Harvey
Schiller
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Date:
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December 14,
2010
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